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 811-3785

Fidelity Advisor Series I
(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:	November 30
Date of reporting period:	May 31, 2013

This report on Form N-CSR relates solely to the Registrant's Fidelity Advisor Dividend Growth Fund, Fidelity Advisor Equity Growth Fund, Fidelity Advisor Equity Income Fund, Fidelity Advisor Equity Value Fund, Fidelity Advisor Growth & Income Fund, Fidelity Advisor Growth Opportunities Fund, Fidelity Advisor Large Cap Fund, Fidelity Advisor Stock Selector Mid Cap Fund, Fidelity Advisor Small Cap Fund, Fidelity Advisor Strategic Growth Fund and Fidelity Advisor Value Strategies Fund series (each, a "Fund" and collectively, the "Funds").

Item 1. Reports to Stockholders

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

Dividend Growth

Fund - Institutional Class

Semiannual Report

May 31, 2013

(Fidelity Cover Art)

Contents

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.

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.

All other marks appearing herein are registered or unregistered trademarks or service marks of FMR LLC or an affiliated company. © 2013 FMR LLC. All rights reserved.

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.

Semiannual Report

Shareholder Expense Example

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

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (December 1, 2012 to May 31, 2013).

Actual Expenses

The first line of the accompanying table for each class of the Fund provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000.00 (for example, an $8,600 account value divided by $1,000.00 = 8.6), then multiply the result by the number in the first line for a class of the Fund under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period. 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.

Semiannual Report

Shareholder Expense Example - continued

	Annualized Expense RatioB	Beginning Account Value December 1, 2012	Ending Account Value May 31, 2013	Expenses Paid During Period* December 1, 2012 to May 31, 2013
Class A	1.00%
Actual		$ 1,000.00	$ 1,153.60	$ 5.37
HypotheticalA		$ 1,000.00	$ 1,019.95	$ 5.04
Class T	1.22%
Actual		$ 1,000.00	$ 1,152.70	$ 6.55
HypotheticalA		$ 1,000.00	$ 1,018.85	$ 6.14
Class B	1.80%
Actual		$ 1,000.00	$ 1,149.80	$ 9.65
HypotheticalA		$ 1,000.00	$ 1,015.96	$ 9.05
Class C	1.74%
Actual		$ 1,000.00	$ 1,149.70	$ 9.33
HypotheticalA		$ 1,000.00	$ 1,016.26	$ 8.75
Institutional Class	.71%
Actual		$ 1,000.00	$ 1,155.30	$ 3.82
HypotheticalA		$ 1,000.00	$ 1,021.39	$ 3.58

^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 182/365 (to reflect the one-half year period).

Semiannual Report

Investment Changes (Unaudited)

Top Ten Stocks as of May 31, 2013
	% of fund's net assets	% of fund's net assets 6 months ago
Apple, Inc.	2.3	4.8
Wells Fargo & Co.	1.7	1.7
Citigroup, Inc.	1.6	1.0
Google, Inc. Class A	1.6	1.5
General Electric Co.	1.6	1.0
Procter & Gamble Co.	1.4	1.1
Johnson & Johnson	1.3	1.3
Bank of America Corp.	1.2	0.0
Merck & Co., Inc.	1.2	1.2
JPMorgan Chase & Co.	1.2	0.7
	15.1
Top Five Market Sectors as of May 31, 2013
	% of fund's net assets	% of fund's net assets 6 months ago
Information Technology	16.9	20.2
Financials	16.0	13.3
Health Care	13.7	12.4
Consumer Discretionary	12.6	12.1
Industrials	12.1	12.4

Asset Allocation (% of fund's net assets)
As of May 31, 2013 *			As of November 30, 2012 **
	Stocks 98.6%			Stocks 98.8%
	Bonds 0.1%			Bonds 0.0%
	Convertible Securities 0.6%			Convertible Securities 0.5%
	Short-Term Investments and Net Other Assets (Liabilities) 0.7%			Short-Term Investments and Net Other Assets (Liabilities) 0.7%
* Foreign investments		19.3%	** Foreign investments		17.6%

Semiannual Report

Investments May 31, 2013 (Unaudited)

Showing Percentage of Net Assets

Common Stocks - 98.5%
	Shares		Value (000s)
CONSUMER DISCRETIONARY - 12.5%
Auto Components - 0.2%
Delphi Automotive PLC	32,976		$ 1,610
Johnson Controls, Inc.	1,258		47
Tenneco, Inc. (a)	13,400		594
			2,251
Automobiles - 0.6%
Ford Motor Co.	258,663		4,056
Harley-Davidson, Inc.	17,301		944
Honda Motor Co. Ltd.	27,000		1,002
			6,002
Diversified Consumer Services - 0.6%
Anhanguera Educacional Participacoes SA	246,000		1,506
H&R Block, Inc.	111,400		3,261
Kroton Educacional SA	81,400		1,167
			5,934
Hotels, Restaurants & Leisure - 1.6%
Bloomin' Brands, Inc.	46,500		1,082
Brinker International, Inc.	88,618		3,475
Club Mediterranee SA (a)	22,129		508
Hyatt Hotels Corp. Class A (a)	22,646		931
Icahn Enterprises LP rights	115,176		0
Las Vegas Sands Corp.	6,805		394
Penn National Gaming, Inc. (a)	3,900		215
Ruth's Hospitality Group, Inc.	22,565		253
Spur Corp. Ltd.	59,639		175
Starbucks Corp.	39,801		2,510
Texas Roadhouse, Inc. Class A	76,252		1,803
Wyndham Worldwide Corp.	8,100		471
Yum! Brands, Inc.	46,153		3,127
			14,944
Household Durables - 0.4%
Taylor Wimpey PLC	795,900		1,199
Toll Brothers, Inc. (a)	35,900		1,227
Whirlpool Corp.	13,703		1,751
			4,177
Internet & Catalog Retail - 0.2%
Liberty Media Corp. Interactive Series A (a)	39,967		897
Ocado Group PLC (a)(d)	254,671		1,052
			1,949
Common Stocks - continued
	Shares		Value (000s)
CONSUMER DISCRETIONARY - continued
Leisure Equipment & Products - 0.4%
Amer Group PLC (A Shares)	31,500		$ 580
BRP, Inc.	12,000		286
Brunswick Corp.	41,400		1,390
Polaris Industries, Inc.	10,600		1,012
			3,268
Media - 3.5%
Antena 3 de Television SA (d)	19,200		127
CBS Corp. Class B	109,868		5,438
Comcast Corp. Class A	200,893		8,066
Ipsos SA	13,689		494
MDC Partners, Inc. Class A (sub. vtg.)	114,234		2,014
Mood Media Corp. (a)(f)(g)	135,900		140
News Corp. Class A	80,173		2,574
Omnicom Group, Inc.	24,305		1,510
The Walt Disney Co.	78,770		4,969
Time Warner, Inc.	36,291		2,118
Valassis Communications, Inc.	17,865		464
Viacom, Inc. Class B (non-vtg.)	75,026		4,943
			32,857
Multiline Retail - 0.2%
PPR SA	7,200		1,574
The Bon-Ton Stores, Inc.	22,200		473
			2,047
Specialty Retail - 4.0%
American Eagle Outfitters, Inc.	86,105		1,704
Ascena Retail Group, Inc. (a)	59,026		1,200
AutoZone, Inc. (a)	4,120		1,684
Bed Bath & Beyond, Inc. (a)	12,354		843
Body Central Corp. (a)	103,390		1,271
CarMax, Inc. (a)	3,877		181
CST Brands, Inc. (a)	1		0 *
Express, Inc. (a)	87,141		1,900
Foot Locker, Inc.	21,739		746
Francescas Holdings Corp. (a)	32,054		915
GNC Holdings, Inc.	24,300		1,094
Home Depot, Inc.	116,237		9,143
Kingfisher PLC	199,980		1,050
L Brands, Inc.	32,040		1,602
Lowe's Companies, Inc.	127,114		5,353
OfficeMax, Inc.	95,994		1,251
Common Stocks - continued
	Shares		Value (000s)
CONSUMER DISCRETIONARY - continued
Specialty Retail - continued
Rent-A-Center, Inc.	74,082		$ 2,710
Ross Stores, Inc.	18,765		1,207
Staples, Inc.	29,831		447
SuperGroup PLC (a)	96,467		1,132
TJX Companies, Inc.	51,601		2,612
			38,045
Textiles, Apparel & Luxury Goods - 0.8%
Coach, Inc.	12,384		721
lululemon athletica, Inc. (a)	3,017		235
NIKE, Inc. Class B	48,755		3,006
PVH Corp.	21,461		2,472
VF Corp.	6,250		1,149
			7,583
TOTAL CONSUMER DISCRETIONARY			119,057
CONSUMER STAPLES - 10.0%
Beverages - 2.4%
Anheuser-Busch InBev SA NV	24,100		2,219
Beam, Inc.	11,077		718
Coca-Cola Enterprises, Inc.	2,100		78
Cott Corp.	129,600		1,061
Dr. Pepper Snapple Group, Inc.	75,784		3,485
Molson Coors Brewing Co. Class B	2,600		128
Monster Beverage Corp. (a)	54,387		2,969
Remy Cointreau SA	4,500		522
SABMiller PLC	24,200		1,224
The Coca-Cola Co.	267,575		10,700
			23,104
Food & Staples Retailing - 1.6%
Carrefour SA	4,262		126
CVS Caremark Corp.	114,524		6,594
Kroger Co.	53,952		1,817
Rami Levi Chain Stores Hashikma Marketing 2006 Ltd.	20,939		992
Wal-Mart Stores, Inc.	13,767		1,030
Walgreen Co.	98,193		4,690
			15,249
Food Products - 1.7%
Amira Nature Foods Ltd.	68,222		608
Common Stocks - continued
	Shares		Value (000s)
CONSUMER STAPLES - continued
Food Products - continued
Astral Foods Ltd.	54,521		$ 484
Bunge Ltd.	17,650		1,228
Cal-Maine Foods, Inc.	2,088		93
Danone SA	13,200		973
Green Mountain Coffee Roasters, Inc. (a)	33,676		2,463
Hilton Food Group PLC	73,331		393
Ingredion, Inc.	13,643		929
Kellogg Co.	31,711		1,968
Marine Harvest ASA	1,172,273		1,222
Mead Johnson Nutrition Co. Class A	19,391		1,572
Mondelez International, Inc.	151,530		4,464
			16,397
Household Products - 2.0%
Energizer Holdings, Inc.	21,860		2,092
Procter & Gamble Co.	177,856		13,652
Svenska Cellulosa AB (SCA) (B Shares)	90,000		2,249
Unicharm Corp.	22,500		1,258
			19,251
Personal Products - 0.3%
Estee Lauder Companies, Inc. Class A	14,589		989
Hengan International Group Co. Ltd.	76,500		846
Herbalife Ltd.	23,500		1,097
Nu Skin Enterprises, Inc. Class A	3,190		188
			3,120
Tobacco - 2.0%
Altria Group, Inc.	45,698		1,650
British American Tobacco PLC (United Kingdom)	37,600		2,066
Japan Tobacco, Inc.	119,600		4,070
Philip Morris International, Inc.	118,863		10,806
			18,592
TOTAL CONSUMER STAPLES			95,713
ENERGY - 10.0%
Energy Equipment & Services - 3.6%
BW Offshore Ltd.	1,030,952		1,376
Cameron International Corp. (a)	101,914		6,204
Cathedral Energy Services Ltd.	124,600		553
Ensco PLC Class A	79,400		4,777
Common Stocks - continued
	Shares		Value (000s)
ENERGY - continued
Energy Equipment & Services - continued
Essential Energy Services Ltd.	441,500		$ 1,060
Halliburton Co.	82,605		3,457
National Oilwell Varco, Inc.	93,582		6,579
Noble Corp.	47,079		1,824
Schlumberger Ltd.	77,617		5,668
Vantage Drilling Co. (a)	834,115		1,602
Xtreme Drilling & Coil Services Corp. (a)	404,600		1,034
Xtreme Drilling & Coil Services Corp. (e)	132,500		339
			34,473
Oil, Gas & Consumable Fuels - 6.4%
Access Midstream Partners LP	34,591		1,488
Americas Petrogas, Inc. (a)	264,700		406
Americas Petrogas, Inc. (a)(e)	286,000		439
Anadarko Petroleum Corp.	47,198		4,128
Apache Corp.	25,078		2,060
Atlas Energy LP	9,400		461
Atlas Pipeline Partners LP	44,607		1,660
BPZ Energy, Inc. (a)	319,601		617
Cabot Oil & Gas Corp.	16,054		1,130
Coal India Ltd.	14,500		83
Cobalt International Energy, Inc. (a)	82,608		2,143
Concho Resources, Inc. (a)	21,740		1,819
Crown Point Energy, Inc. (e)(f)	329,102		76
Double Eagle Petroleum Co. (a)	114,413		471
Emerald Oil, Inc. warrants 2/4/16 (a)	16,536		0
Energen Corp.	37,159		2,014
EOG Resources, Inc.	11,695		1,510
EQT Corp.	29,702		2,373
Halcon Resources Corp. (a)	90,000		475
Hess Corp.	6,253		422
InterOil Corp. (a)(d)	54,502		4,524
Magellan Midstream Partners LP	11,526		599
Marathon Petroleum Corp.	14,652		1,209
Markwest Energy Partners LP	45,610		3,003
Motor Oil (HELLAS) Corinth Refineries SA	2,600		26
Noble Energy, Inc.	14,600		842
Northern Oil & Gas, Inc. (a)	266,609		3,511
Occidental Petroleum Corp.	70,247		6,468
Painted Pony Petroleum Ltd. (e)	49,500		446
Painted Pony Petroleum Ltd. Class A (a)	74,350		671
Common Stocks - continued
	Shares		Value (000s)
ENERGY - continued
Oil, Gas & Consumable Fuels - continued
Pan Orient Energy Corp.	28,000		$ 46
Peabody Energy Corp.	94,423		1,857
Phillips 66	37,407		2,490
Pioneer Natural Resources Co.	4,893		679
Royal Dutch Shell PLC Class A sponsored ADR	35,352		2,346
Southcross Energy Partners LP	35,641		800
Suncor Energy, Inc.	32,480		985
TAG Oil Ltd. (a)	421,700		1,273
TAG Oil Ltd. (e)	15,900		48
The Williams Companies, Inc.	131,301		4,619
Valero Energy Corp.	17,073		694
Western Gas Equity Partners LP	4,543		170
			61,081
TOTAL ENERGY			95,554
FINANCIALS - 15.9%
Capital Markets - 2.4%
AllianceBernstein Holding LP	39,040		988
Ameriprise Financial, Inc.	14,045		1,145
BlackRock, Inc. Class A	8,899		2,485
Goldman Sachs Group, Inc.	3,462		561
GP Investments Ltd. Class A (depositary receipt) (a)	456,760		1,011
ICG Group, Inc. (a)	38,648		429
Invesco Ltd.	69,084		2,331
KKR & Co. LP	68,460		1,334
Monex Group, Inc. (d)	4,149		1,533
Morgan Stanley	127,414		3,300
Oaktree Capital Group LLC	33,200		1,731
The Blackstone Group LP	55,420		1,213
UBS AG (NY Shares)	255,742		4,483
			22,544
Commercial Banks - 3.1%
Axis Bank Ltd.	3,884		98
Bank of Ireland (a)	14,643		3
Barclays PLC sponsored ADR	160,340		3,077
Commerce Bancshares, Inc.	21,923		954
Guaranty Trust Bank PLC GDR (Reg. S)	56,572		503
Huntington Bancshares, Inc.	8,500		66
Itau Unibanco Holding SA sponsored ADR	49,518		745
Common Stocks - continued
	Shares		Value (000s)
FINANCIALS - continued
Commercial Banks - continued
Komercni Banka A/S	200		$ 38
M&T Bank Corp.	8,090		849
PNC Financial Services Group, Inc.	34,440		2,467
PT Bank Rakyat Indonesia Tbk	64,000		58
Sberbank (Savings Bank of the Russian Federation) sponsored ADR	42,000		514
U.S. Bancorp	113,357		3,974
Wells Fargo & Co.	392,211		15,904
			29,250
Consumer Finance - 0.8%
American Express Co.	9,364		709
Capital One Financial Corp.	82,313		5,015
SLM Corp.	86,898		2,063
			7,787
Diversified Financial Services - 4.8%
Bank of America Corp.	863,473		11,795
Citigroup, Inc.	299,573		15,575
JPMorgan Chase & Co.	202,459		11,052
McGraw-Hill Companies, Inc.	53,980		2,945
ORIX Corp.	65,400		867
PICO Holdings, Inc. (a)	154,614		3,493
The NASDAQ Stock Market, Inc.	4,292		135
			45,862
Insurance - 2.4%
ACE Ltd.	22,176		1,989
AFLAC, Inc.	31,832		1,773
Allied World Assurance Co. Holdings Ltd.	10,263		918
Arthur J. Gallagher & Co.	13,665		597
Assured Guaranty Ltd.	208,751		4,722
Axis Capital Holdings Ltd.	11,500		501
Berkshire Hathaway, Inc. Class B (a)	16,553		1,888
Everest Re Group Ltd.	8,134		1,054
Fairfax Financial Holdings Ltd. (sub. vtg.)	2,300		929
Marsh & McLennan Companies, Inc.	27,300		1,093
MetLife, Inc.	63,621		2,813
Prudential Financial, Inc.	30,264		2,087
The Travelers Companies, Inc.	22,053		1,846
Validus Holdings Ltd.	22,230		803
			23,013
Common Stocks - continued
	Shares		Value (000s)
FINANCIALS - continued
Real Estate Investment Trusts - 1.7%
American Tower Corp.	26,419		$ 2,056
Beni Stabili SpA SIIQ	1,669,200		1,173
CBL & Associates Properties, Inc.	58,332		1,341
Coresite Realty Corp.	1,300		42
Corrections Corp. of America	16,228		570
Cousins Properties, Inc.	57,176		590
Douglas Emmett, Inc.	48,532		1,237
Education Realty Trust, Inc.	122,600		1,282
Lexington Corporate Properties Trust	96,600		1,216
Parkway Properties, Inc.	26,500		455
Piedmont Office Realty Trust, Inc. Class A	28,100		534
Prologis, Inc.	30,057		1,211
Retail Properties America, Inc.	21,300		325
SL Green Realty Corp.	17,330		1,507
Westfield Group unit	83,214		913
Weyerhaeuser Co.	48,108		1,435
			15,887
Real Estate Management & Development - 0.5%
Atrium European Real Estate Ltd.	14,913		88
CBRE Group, Inc. (a)	165,607		3,839
CSI Properties Ltd.	10,910,000		484
Jones Lang LaSalle, Inc.	4,700		432
LEG Immobilien AG	6,871		392
			5,235
Thrifts & Mortgage Finance - 0.2%
MGIC Investment Corp. (a)	156,600		968
Radian Group, Inc.	52,300		673
			1,641
TOTAL FINANCIALS			151,219
HEALTH CARE - 13.5%
Biotechnology - 3.5%
Achillion Pharmaceuticals, Inc. (a)	42,795		357
Alnylam Pharmaceuticals, Inc. (a)	97,100		2,974
Amgen, Inc.	56,391		5,669
Array Biopharma, Inc. (a)	32,000		187
Biogen Idec, Inc. (a)	15,209		3,612
Biovitrum AB (a)	136,220		847
CSL Ltd.	3,198		182
Common Stocks - continued
	Shares		Value (000s)
HEALTH CARE - continued
Biotechnology - continued
Cytos Biotechnology AG (a)	853		$ 3
Dynavax Technologies Corp. (a)	457,387		1,194
Elan Corp. PLC sponsored ADR (a)	187,097		2,369
Gentium SpA sponsored ADR (a)	29,591		248
Gilead Sciences, Inc. (a)	107,272		5,844
Grifols SA ADR	66,675		1,818
Infinity Pharmaceuticals, Inc. (a)	79,490		2,142
Insmed, Inc. (a)	15,400		207
Isis Pharmaceuticals, Inc. (a)	35,800		775
KaloBios Pharmaceuticals, Inc.	49,556		252
KaloBios Pharmaceuticals, Inc.	17,800		101
Medivation, Inc. (a)	9,400		456
Merrimack Pharmaceuticals, Inc. (a)	46,100		255
Novavax, Inc. (a)	97,129		186
Onyx Pharmaceuticals, Inc. (a)	8,145		777
Theravance, Inc. (a)	80,201		2,810
			33,265
Health Care Equipment & Supplies - 1.2%
Ansell Ltd.	25,568		421
Baxter International, Inc.	10,979		772
Boston Scientific Corp. (a)	172,662		1,595
Covidien PLC	25,773		1,639
Genmark Diagnostics, Inc. (a)	87,606		1,305
Hill-Rom Holdings, Inc.	29,867		1,079
Sirona Dental Systems, Inc. (a)	13,489		957
Stryker Corp.	30,855		2,048
Trinity Biotech PLC sponsored ADR	16,621		291
Zimmer Holdings, Inc.	12,142		953
			11,060
Health Care Providers & Services - 3.3%
Accretive Health, Inc. (a)	129,000		1,468
AmerisourceBergen Corp.	45,595		2,466
AmSurg Corp. (a)	27,766		987
Apollo Hospitals Enterprise Ltd.	28,240		502
BioScrip, Inc. (a)	68,596		959
Brookdale Senior Living, Inc. (a)	208,727		5,917
DaVita, Inc. (a)	14,573		1,808
Emeritus Corp. (a)	65,163		1,656
Express Scripts Holding Co. (a)	74,301		4,616
McKesson Corp.	21,045		2,396
Common Stocks - continued
	Shares		Value (000s)
HEALTH CARE - continued
Health Care Providers & Services - continued
MEDNAX, Inc. (a)	9,515		$ 883
Qualicorp SA (a)	122,700		1,086
Quest Diagnostics, Inc.	28,946		1,790
UnitedHealth Group, Inc.	82,116		5,143
			31,677
Life Sciences Tools & Services - 0.2%
Agilent Technologies, Inc.	27,330		1,242
Lonza Group AG	10,483		783
			2,025
Pharmaceuticals - 5.3%
AbbVie, Inc.	104,031		4,441
Actavis, Inc. (a)	20,209		2,492
Allergan, Inc.	5,000		497
AVANIR Pharmaceuticals Class A (a)	93,455		310
Biodelivery Sciences International, Inc. (a)	143,414		631
Cadence Pharmaceuticals, Inc. (a)(d)	341,498		2,271
Dechra Pharmaceuticals PLC	43,500		452
Endo Health Solutions, Inc. (a)	50,260		1,824
GlaxoSmithKline PLC	91,400		2,365
Horizon Pharma, Inc.	367,185		870
Horizon Pharma, Inc.:
warrants 2/28/17 (a)	27,294		0 *
warrants 9/25/17 (a)	109,700		0 *
Jazz Pharmaceuticals PLC (a)	20,720		1,408
Johnson & Johnson	146,419		12,326
Merck & Co., Inc.	240,824		11,246
Novo Nordisk A/S Series B	13,945		2,260
Optimer Pharmaceuticals, Inc. (a)(d)	23,450		349
Pfizer, Inc.	20,462		557
Sanofi SA	28,394		3,028
Valeant Pharmaceuticals International, Inc. (Canada) (a)	14,600		1,343
Warner Chilcott PLC	104,584		2,008
			50,678
TOTAL HEALTH CARE			128,705
INDUSTRIALS - 12.0%
Aerospace & Defense - 1.9%
Finmeccanica SpA (a)	111,336		622
Common Stocks - continued
	Shares		Value (000s)
INDUSTRIALS - continued
Aerospace & Defense - continued
General Dynamics Corp.	13,209		$ 1,018
Honeywell International, Inc.	58,917		4,623
Meggitt PLC	248,751		2,013
Orbital Sciences Corp. (a)	5,590		102
Textron, Inc.	67,532		1,821
The Boeing Co.	9,837		974
United Technologies Corp.	78,071		7,409
			18,582
Air Freight & Logistics - 0.4%
United Parcel Service, Inc. Class B	50,643		4,350
Airlines - 0.1%
Copa Holdings SA Class A	3,000		394
easyJet PLC	14,500		279
			673
Building Products - 0.6%
Armstrong World Industries, Inc. (a)	8,334		433
Masco Corp.	228,053		4,794
Ply Gem Holdings, Inc.	13,200		305
			5,532
Commercial Services & Supplies - 0.5%
Multiplus SA	92,800		1,500
Republic Services, Inc.	46,840		1,597
Swisher Hygiene, Inc. (a)	202,331		210
Swisher Hygiene, Inc. (Canada) (a)	77,001		80
Waste Management, Inc.	24,308		1,019
West Corp.	20,500		469
			4,875
Construction & Engineering - 0.4%
AECOM Technology Corp. (a)	30,641		943
Boart Longyear Ltd.	251,495		161
Fluor Corp.	12,436		786
MasTec, Inc. (a)	31,210		992
URS Corp.	26,106		1,265
			4,147
Electrical Equipment - 1.9%
Alstom SA	43,202		1,635
AMETEK, Inc.	30,332		1,309
Bharat Heavy Electricals Ltd.	157,533		556
Common Stocks - continued
	Shares		Value (000s)
INDUSTRIALS - continued
Electrical Equipment - continued
Eaton Corp. PLC	33,453		$ 2,210
Emerson Electric Co.	55,769		3,204
Generac Holdings, Inc.	42,806		1,734
Hubbell, Inc. Class B	14,324		1,439
Polypore International, Inc. (a)	10,200		384
Prysmian SpA	80,029		1,721
Regal-Beloit Corp.	29,687		2,004
Roper Industries, Inc.	12,261		1,523
			17,719
Industrial Conglomerates - 1.9%
3M Co.	4,300		474
Carlisle Companies, Inc.	15,347		1,004
General Electric Co.	652,510		15,217
Koninklijke Philips Electronics NV	33,500		949
Reunert Ltd.	20,553		146
Siemens AG sponsored ADR	1,300		137
			17,927
Machinery - 2.3%
Actuant Corp. Class A	34,626		1,177
Cummins, Inc.	19,290		2,308
Dover Corp.	13,589		1,063
GEA Group AG	15,363		562
Global Brass & Copper Holdings, Inc.	55,100		727
Harsco Corp.	41,921		980
Illinois Tool Works, Inc.	28,700		2,013
Ingersoll-Rand PLC	62,752		3,610
Manitowoc Co., Inc.	147,803		3,105
Pentair Ltd.	33,160		1,931
Stanley Black & Decker, Inc.	45,156		3,577
Terex Corp. (a)	5,601		201
Timken Co.	18,309		1,039
			22,293
Marine - 0.1%
Ultrapetrol (Bahamas) Ltd. (a)	213,416		623
Professional Services - 0.5%
CRA International, Inc. (a)	36,741		658
Dun & Bradstreet Corp.	18,774		1,842
Manpower, Inc.	9,496		544
Michael Page International PLC	159,115		930
Common Stocks - continued
	Shares		Value (000s)
INDUSTRIALS - continued
Professional Services - continued
Randstad Holding NV	11,032		$ 473
Verisk Analytics, Inc. (a)	8,200		482
			4,929
Road & Rail - 1.0%
Con-way, Inc.	6,000		228
CSX Corp.	48,577		1,225
J.B. Hunt Transport Services, Inc.	6,644		489
Norfolk Southern Corp.	2,300		176
Union Pacific Corp.	45,415		7,022
			9,140
Trading Companies & Distributors - 0.4%
Houston Wire & Cable Co.	73,887		1,035
Watsco, Inc.	17,604		1,536
WESCO International, Inc. (a)	17,537		1,302
			3,873
TOTAL INDUSTRIALS			114,663
INFORMATION TECHNOLOGY - 16.7%
Communications Equipment - 1.6%
Cisco Systems, Inc.	379,213		9,131
QUALCOMM, Inc.	94,628		6,007
			15,138
Computers & Peripherals - 3.0%
Apple, Inc.	49,013		22,051
EMC Corp.	60,968		1,510
NCR Corp. (a)	55,625		1,858
Seagate Technology	19,053		821
Western Digital Corp.	35,415		2,242
			28,482
Electronic Equipment & Components - 0.5%
Corning, Inc.	102,112		1,569
Jabil Circuit, Inc.	57,408		1,152
TE Connectivity Ltd.	52,722		2,340
			5,061
Internet Software & Services - 2.1%
Active Network, Inc. (a)(d)	126,177		844
Demandware, Inc. (a)	17,069		522
Google, Inc. Class A (a)	17,832		15,521
Common Stocks - continued
	Shares		Value (000s)
INFORMATION TECHNOLOGY - continued
Internet Software & Services - continued
Halogen Software, Inc.	11,400		$ 146
Mail.Ru Group Ltd.:
GDR (e)	1,900		53
GDR (Reg. S)	31,200		871
Marketo, Inc.	21,900		518
Velti PLC (a)	371,006		653
Velti PLC (g)	192,692		305
Yahoo!, Inc. (a)	8,500		224
			19,657
IT Services - 3.1%
Accenture PLC Class A	46,738		3,838
Amdocs Ltd.	32,982		1,177
Cognizant Technology Solutions Corp. Class A (a)	16,182		1,046
EPAM Systems, Inc. (a)	61,400		1,422
EVERTEC, Inc.	34,300		687
ExlService Holdings, Inc. (a)	34,783		1,020
Fidelity National Information Services, Inc.	58,748		2,638
MasterCard, Inc. Class A	6,642		3,788
Sapient Corp. (a)	119,856		1,544
Total System Services, Inc.	57,019		1,341
Unisys Corp. (a)	38,282		791
Virtusa Corp. (a)	33,743		792
Visa, Inc. Class A	54,271		9,668
			29,752
Office Electronics - 0.3%
Xerox Corp.	336,980		2,962
Semiconductors & Semiconductor Equipment - 2.8%
Altera Corp.	25,500		846
Analog Devices, Inc.	28,595		1,313
Applied Micro Circuits Corp. (a)	38,200		295
ASML Holding NV	75,012		6,096
Avago Technologies Ltd.	35,435		1,336
Broadcom Corp. Class A	48,450		1,740
Freescale Semiconductor Holdings I Ltd. (a)	103,538		1,648
LTX-Credence Corp. (a)	224,668		1,274
MagnaChip Semiconductor Corp. (a)	34,139		632
Maxim Integrated Products, Inc.	49,396		1,457
Microchip Technology, Inc.	7,639		279
Micron Technology, Inc. (a)	117,220		1,369
Monolithic Power Systems, Inc.	8,500		209
Common Stocks - continued
	Shares		Value (000s)
INFORMATION TECHNOLOGY - continued
Semiconductors & Semiconductor Equipment - continued
NXP Semiconductors NV (a)	59,247		$ 1,828
Samsung Electronics Co. Ltd.	2,191		2,948
Skyworks Solutions, Inc. (a)	135,211		3,226
			26,496
Software - 3.3%
Activision Blizzard, Inc.	192,233		2,774
Adobe Systems, Inc. (a)	17,338		744
Autodesk, Inc. (a)	36,745		1,386
Check Point Software Technologies Ltd. (a)	40,164		2,011
Citrix Systems, Inc. (a)	38,961		2,507
Comverse, Inc.	42,777		1,277
Constellation Software, Inc.	6,900		1,012
Electronic Arts, Inc. (a)	144,386		3,319
Infoblox, Inc. (a)	15,300		372
Jive Software, Inc. (a)	27,262		461
MICROS Systems, Inc. (a)	17,500		739
Microsoft Corp.	181,889		6,344
Oracle Corp.	166,198		5,611
SS&C Technologies Holdings, Inc. (a)	27,674		875
Symantec Corp.	60,370		1,352
Verint Systems, Inc. (a)	33,979		1,141
			31,925
TOTAL INFORMATION TECHNOLOGY			159,473
MATERIALS - 4.2%
Chemicals - 2.0%
Albemarle Corp.	17,300		1,158
Ashland, Inc.	19,413		1,726
Axiall Corp.	24,458		1,055
Cabot Corp.	31,565		1,292
Eastman Chemical Co.	23,207		1,664
Filtrona PLC	7,300		77
Innospec, Inc.	8,006		328
LyondellBasell Industries NV Class A	34,896		2,326
Monsanto Co.	30,401		3,060
PetroLogistics LP	15,317		207
PolyOne Corp.	21,412		550
PPG Industries, Inc.	11,185		1,718
Royal DSM NV	2,100		138
Common Stocks - continued
	Shares		Value (000s)
MATERIALS - continued
Chemicals - continued
RPM International, Inc.	30,309		$ 1,004
W.R. Grace & Co. (a)	35,870		3,031
			19,334
Construction Materials - 0.3%
HeidelbergCement Finance AG	473		36
Lafarge SA (Bearer)	11,900		856
Vulcan Materials Co.	34,077		1,826
			2,718
Containers & Packaging - 0.3%
Nampak Ltd.	301,028		1,044
Rock-Tenn Co. Class A	15,404		1,522
			2,566
Metals & Mining - 1.4%
Agnico Eagle Mines Ltd. (Canada)	18,298		595
Commercial Metals Co.	93,987		1,449
Franco-Nevada Corp.	2,600		108
Freeport-McMoRan Copper & Gold, Inc.	51,821		1,609
Goldcorp, Inc.	84,700		2,514
Ivanplats Ltd. (e)	746,308		1,944
Randgold Resources Ltd. sponsored ADR	29,300		2,297
Turquoise Hill Resources Ltd. (a)	379,593		2,534
			13,050
Paper & Forest Products - 0.2%
Canfor Corp. (a)	17,100		287
International Paper Co.	35,174		1,623
			1,910
TOTAL MATERIALS			39,578
TELECOMMUNICATION SERVICES - 1.1%
Diversified Telecommunication Services - 0.4%
CenturyLink, Inc.	59,011		2,015
PT Telkomunikasi Indonesia Tbk sponsored ADR	22,319		1,009
Verizon Communications, Inc.	16,997		824
			3,848
Wireless Telecommunication Services - 0.7%
Megafon OJSC GDR	18,400		575
Mobile TeleSystems OJSC sponsored ADR	49,034		945
SBA Communications Corp. Class A (a)	37,497		2,822
Common Stocks - continued
	Shares		Value (000s)
TELECOMMUNICATION SERVICES - continued
Wireless Telecommunication Services - continued
Softbank Corp.	7,700		$ 385
Vodafone Group PLC	580,500		1,682
			6,409
TOTAL TELECOMMUNICATION SERVICES			10,257
UTILITIES - 2.6%
Electric Utilities - 1.3%
Edison International	50,007		2,297
Hawaiian Electric Industries, Inc. (d)	28,968		758
ITC Holdings Corp.	32,738		2,834
NextEra Energy, Inc.	38,627		2,921
Northeast Utilities	79,396		3,308
			12,118
Gas Utilities - 0.0%
Atmos Energy Corp.	6,958		294
Independent Power Producers & Energy Traders - 0.3%
The AES Corp.	247,279		3,017
Multi-Utilities - 1.0%
CenterPoint Energy, Inc.	40,739		944
Dominion Resources, Inc.	9,400		532
National Grid PLC	28,500		339
PG&E Corp.	46,700		2,097
Sempra Energy	63,309		5,147
			9,059
Water Utilities - 0.0%
American Water Works Co., Inc.	6,010		240
TOTAL UTILITIES			24,728
TOTAL COMMON STOCKS (Cost $800,601)		938,947
Preferred Stocks - 0.2%
Convertible Preferred Stocks - 0.1%
INFORMATION TECHNOLOGY - 0.1%
IT Services - 0.1%
Unisys Corp. Series A, 6.25%	9,500		561
Preferred Stocks - continued
	Shares		Value (000s)
Nonconvertible Preferred Stocks - 0.1%
CONSUMER DISCRETIONARY - 0.1%
Automobiles - 0.1%
Volkswagen AG	4,100		$ 900
TOTAL PREFERRED STOCKS (Cost $1,460)		1,461

Corporate Bonds - 0.6%
		Principal Amount (000s)(h)
Convertible Bonds - 0.5%
ENERGY - 0.1%
Energy Equipment & Services - 0.0%
Cal Dive International, Inc. 5% 7/15/17 (e)		$ 330		364
Oil, Gas & Consumable Fuels - 0.1%
Amyris, Inc. 3% 2/27/17		791		562
BPZ Energy, Inc. 6.5% 3/1/15		430		345
				907
TOTAL ENERGY				1,271
HEALTH CARE - 0.2%
Biotechnology - 0.2%
Exelixis, Inc. 4.25% 8/15/19		1,070		1,069
InterMune, Inc. 2.5% 12/15/17		330		362
Theravance, Inc. 2.125% 1/15/23		430		620
				2,051
INDUSTRIALS - 0.1%
Building Products - 0.1%
Aspen Aerogels, Inc. 8% 6/1/14 (g)		450		450
INFORMATION TECHNOLOGY - 0.1%
Semiconductors & Semiconductor Equipment - 0.1%
GT Advanced Technologies, Inc. 3% 10/1/17		820		739
Corporate Bonds - continued
		Principal Amount (000s)(h)		Value (000s)
Convertible Bonds - continued
TELECOMMUNICATION SERVICES - 0.0%
Wireless Telecommunication Services - 0.0%
Clearwire Communications LLC/Clearwire Finance, Inc. 8.25% 12/1/40 (e)		$ 380		$ 420
TOTAL CONVERTIBLE BONDS				4,931
Nonconvertible Bonds - 0.1%
FINANCIALS - 0.1%
Commercial Banks - 0.1%
Bank of Ireland 10% 7/30/16	EUR	652		881
TOTAL CORPORATE BONDS (Cost $5,647)			5,812

Money Market Funds - 1.2%
	Shares
Fidelity Cash Central Fund, 0.12% (b)	5,984,392		5,984
Fidelity Securities Lending Cash Central Fund, 0.12% (b)(c)	5,010,295		5,010
TOTAL MONEY MARKET FUNDS (Cost $10,994)		10,994
TOTAL INVESTMENT PORTFOLIO - 100.5% (Cost $818,702)		957,214
NET OTHER ASSETS (LIABILITIES) - (0.5)%		(4,379)
NET ASSETS - 100%		$ 952,835

Currency Abbreviations
EUR	-	European Monetary Unit

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 are available on the SEC's website or upon request.

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

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

(e) Security exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. At the end of the period, the value of these securities amounted to $4,129,000 or 0.4% of net assets.

(f) Security or a portion of the security purchased on a delayed delivery or when-issued basis.

(g) Restricted securities - Investment in securities not registered under the Securities Act of 1933 (excluding 144A issues). At the end of the period, the value of restricted securities (excluding 144A issues) amounted to $895,000 or 0.1% of net assets.

Additional information on each restricted holding is as follows:

Security	Acquisition Date	Acquisition Cost (000s)
Aspen Aerogels, Inc. 8% 6/1/14	6/1/11 - 12/31/12	$ 450
Mood Media Corp.	2/2/11	$ 275
Velti PLC	4/19/13	$ 289

(h) Amount is stated in United States dollars unless otherwise noted.

* Amount represents less than $1,000

Affiliated Central Funds

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

Fund	Income earned (Amounts in thousands)
Fidelity Cash Central Fund	$ 4
Fidelity Securities Lending Cash Central Fund	338
Total	$ 342

Other Information

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

Valuation Inputs at Reporting Date:
Description (Amounts in thousands)	Total	Level 1	Level 2	Level 3
Investments in Securities:
Equities:
Consumer Discretionary	$ 119,957	$ 118,955	$ 1,002	$ -
Consumer Staples	95,713	85,254	10,459	-
Energy	95,554	95,471	83	-
Financials	151,219	147,263	3,956	-
Health Care	128,705	119,695	9,010	-
Industrials	114,663	112,997	1,666	-
Information Technology	160,034	156,781	3,253	-
Materials	39,578	39,578	-	-
Telecommunication Services	10,257	8,190	2,067	-
Utilities	24,728	24,389	339	-
Corporate Bonds	5,812	-	5,362	450
Money Market Funds	10,994	10,994	-	-
Total Investments in Securities:	$ 957,214	$ 919,567	$ 37,197	$ 450

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

United States of America	80.7%
Canada	2.6%
United Kingdom	2.5%
Ireland	2.0%
Bermuda	1.5%
Switzerland	1.3%
Netherlands	1.2%
France	1.2%
Others (Individually Less Than 1%)	7.0%
	100.0%

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

Semiannual Report

Financial Statements

Statement of Assets and Liabilities

Amounts in thousands (except per-share amounts)	May 31, 2013 (Unaudited)
Assets
Investment in securities, at value (including securities loaned of $4,640) - See accompanying schedule: Unaffiliated issuers (cost $807,708)	$ 946,220
Fidelity Central Funds (cost $10,994)	10,994
Total Investments (cost $818,702)		$ 957,214
Cash		9
Foreign currency held at value (cost $9)		9
Receivable for investments sold Regular delivery		11,042
Delayed delivery		77
Receivable for fund shares sold		574
Dividends receivable		1,371
Interest receivable		145
Distributions receivable from Fidelity Central Funds		65
Other receivables		8
Total assets		970,514
Liabilities
Payable for investments purchased	$ 10,569
Payable for fund shares redeemed	1,171
Accrued management fee	295
Distribution and service plan fees payable	344
Other affiliated payables	205
Other payables and accrued expenses	85
Collateral on securities loaned, at value	5,010
Total liabilities		17,679
Net Assets		$ 952,835
Net Assets consist of:
Paid in capital		$ 861,015
Undistributed net investment income		514
Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions		(47,203)
Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies		138,509
Net Assets		$ 952,835

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

Semiannual Report

Financial Statements - continued

Statement of Assets and Liabilities - continued

Amounts in thousands (except per-share amounts)	May 31, 2013 (Unaudited)
Calculation of Maximum Offering Price  Class A: Net Asset Value and redemption price per share ($338,289 ÷ 22,166.1 shares)		$ 15.26
Maximum offering price per share (100/94.25 of $15.26)		$ 16.19
Class T: Net Asset Value and redemption price per share ($342,175 ÷ 22,504.4 shares)		$ 15.20
Maximum offering price per share (100/96.50 of $15.20)		$ 15.75
Class B: Net Asset Value and offering price per share ($15,201 ÷ 1,031.2 shares)A		$ 14.74
Class C: Net Asset Value and offering price per share ($140,187 ÷ 9,535.2 shares)A		$ 14.70
Institutional Class: Net Asset Value, offering price and redemption price per share ($116,983 ÷ 7,383.9 shares)		$ 15.84

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

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

Semiannual Report

Statement of Operations

Amounts in thousands Six months ended May 31, 2013 (Unaudited)
Investment Income
Dividends		$ 7,289
Interest		334
Income from Fidelity Central Funds		342
Total income		7,965
Expenses
Management fee Basic fee	$ 2,507
Performance adjustment	(624)
Transfer agent fees	1,059
Distribution and service plan fees	1,953
Accounting and security lending fees	154
Custodian fees and expenses	107
Independent trustees' compensation	3
Registration fees	72
Audit	32
Legal	2
Miscellaneous	5
Total expenses before reductions	5,270
Expense reductions	(99)	5,171
Net investment income (loss)		2,794
Realized and Unrealized Gain (Loss) Net realized gain (loss) on:
Investment securities:
Unaffiliated issuers	53,966
Foreign currency transactions	(23)
Total net realized gain (loss)		53,943
Change in net unrealized appreciation (depreciation) on: Investment securities	71,153
Assets and liabilities in foreign currencies	1
Total change in net unrealized appreciation (depreciation)		71,154
Net gain (loss)		125,097
Net increase (decrease) in net assets resulting from operations		$ 127,891

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

Semiannual Report

Financial Statements - continued

Statement of Changes in Net Assets

Amounts in thousands	Six months ended May 31, 2013 (Unaudited)	Year ended November 30, 2012
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$ 2,794	$ 3,116
Net realized gain (loss)	53,943	39,284
Change in net unrealized appreciation (depreciation)	71,154	84,266
Net increase (decrease) in net assets resulting from operations	127,891	126,666
Distributions to shareholders from net investment income	(5,093)	-
Share transactions - net increase (decrease)	(17,273)	(97,081)
Total increase (decrease) in net assets	105,525	29,585
Net Assets
Beginning of period	847,310	817,725
End of period (including undistributed net investment income of $514 and undistributed net investment income of $2,813, respectively)	$ 952,835	$ 847,310

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

Semiannual Report

Financial Highlights - Class A

	Six months ended May 31, 2013	Years ended November 30,
	(Unaudited)	2012	2011	2010	2009	2008
Selected Per-Share Data
Net asset value, beginning of period	$ 13.33	$ 11.45	$ 11.58	$ 9.95	$ 6.64	$ 13.75
Income from Investment Operations
Net investment income (loss) E	.06	.07	.02	.03 H	.04	.11
Net realized and unrealized gain (loss)	1.97	1.81	(.09)	1.66	3.41	(6.13)
Total from investment operations	2.03	1.88	(.07)	1.69	3.45	(6.02)
Distributions from net investment income	(.10)	-	-	(.02)	(.14)	(.10)
Distributions from net realized gain	-	-	(.06)	(.05)	-	(.99)
Total distributions	(.10)	-	(.06)	(.06) J	(.14)	(1.09)
Net asset value, end of period	$ 15.26	$ 13.33	$ 11.45	$ 11.58	$ 9.95	$ 6.64
Total Return B,C,D	15.36%	16.42%	(.63)%	17.09%	52.97%	(47.51)%
Ratios to Average Net Assets F,I
Expenses before reductions	1.00% A	1.21%	1.36%	1.36%	1.08%	1.08%
Expenses net of fee waivers, if any	1.00% A	1.21%	1.33%	1.25%	1.08%	1.08%
Expenses net of all reductions	.98% A	1.20%	1.33%	1.24%	1.08%	1.08%
Net investment income (loss)	.78% A	.53%	.16%	.24% H	.56%	1.02%
Supplemental Data
Net assets, end of period (in millions)	$ 338	$ 301	$ 295	$ 285	$ 240	$ 192
Portfolio turnover rate G	78% A	64%	68%	80%	88%	122%
AAnnualized BTotal returns for periods of less than one year are not annualized. CTotal returns would have been lower if certain expenses had not been reduced during the applicable periods shown. DTotal returns do not include the effect of the sales charges. ECalculated based on average shares outstanding during the period. FFees 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. GAmount does not include the portfolio activity of any underlying Fidelity Central Funds. HInvestment income per share reflects a large, non-recurring dividend which amounted to $.02 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been .10%. IExpense 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. JTotal distributions of $.06 per share is comprised of distributions from net investment income of $.018 and distributions from net realized gain of $.045 per share.

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

Semiannual Report

Financial Highlights - Class T

	Six months ended May 31, 2013	Years ended November 30,
	(Unaudited)	2012	2011	2010	2009	2008
Selected Per-Share Data
Net asset value, beginning of period	$ 13.26	$ 11.42	$ 11.55	$ 9.92	$ 6.60	$ 13.67
Income from Investment Operations
Net investment income (loss) E	.04	.04	(.01)	- H,J	.03	.09
Net realized and unrealized gain (loss)	1.97	1.80	(.09)	1.67	3.39	(6.11)
Total from investment operations	2.01	1.84	(.10)	1.67	3.42	(6.02)
Distributions from net investment income	(.07)	-	-	-	(.10)	(.06)
Distributions from net realized gain	-	-	(.03)	(.04)	-	(.99)
Total distributions	(.07)	-	(.03)	(.04)	(.10)	(1.05)
Net asset value, end of period	$ 15.20	$ 13.26	$ 11.42	$ 11.55	$ 9.92	$ 6.60
Total Return B,C,D	15.27%	16.11%	(.90)%	16.88%	52.60%	(47.66)%
Ratios to Average Net Assets F,I
Expenses before reductions	1.22% A	1.42%	1.57%	1.57%	1.31%	1.29%
Expenses net of fee waivers, if any	1.22% A	1.42%	1.55%	1.50%	1.31%	1.29%
Expenses net of all reductions	1.20% A	1.42%	1.54%	1.49%	1.30%	1.28%
Net investment income (loss)	.56% A	.32%	(.06)%	(.01)% H	.34%	.82%
Supplemental Data
Net assets, end of period (in millions)	$ 342	$ 304	$ 294	$ 322	$ 305	$ 263
Portfolio turnover rate G	78% A	64%	68%	80%	88%	122%
AAnnualized BTotal returns for periods of less than one year are not annualized. CTotal returns would have been lower if certain expenses had not been reduced during the applicable periods shown. DTotal returns do not include the effect of the sales charges. ECalculated based on average shares outstanding during the period. FFees 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. GAmount does not include the portfolio activity of any underlying Fidelity Central Funds. HInvestment income per share reflects a large, non-recurring dividend which amounted to $.02 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been (.15)%. IExpense 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. JAmount represents less than $.01 per share.

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

Semiannual Report

Financial Highlights - Class B

	Six months ended May 31, 2013	Years ended November 30,
	(Unaudited)	2012	2011	2010	2009	2008
Selected Per-Share Data
Net asset value, beginning of period	$ 12.82	$ 11.11	$ 11.26	$ 9.68	$ 6.42	$ 13.29
Income from Investment Operations
Net investment income (loss) E	-	(.03)	(.07)	(.05) H	(.01)	.03
Net realized and unrealized gain (loss)	1.92	1.74	(.08)	1.63	3.31	(5.94)
Total from investment operations	1.92	1.71	(.15)	1.58	3.30	(5.91)
Distributions from net investment income	-	-	-	-	(.04)	-
Distributions from net realized gain	-	-	-	-	-	(.96)
Total distributions	-	-	-	-	(.04)	(.96)
Net asset value, end of period	$ 14.74	$ 12.82	$ 11.11	$ 11.26	$ 9.68	$ 6.42
Total ReturnB,C,D	14.98%	15.39%	(1.33)%	16.32%	51.61%	(47.88)%
Ratios to Average Net AssetsF,I
Expenses before reductions	1.80% A	1.99%	2.14%	2.13%	1.81%	1.85%
Expenses net of fee waivers, if any	1.80% A	1.99%	2.09%	2.00%	1.81%	1.85%
Expenses net of all reductions	1.78% A	1.99%	2.09%	2.00%	1.80%	1.85%
Net investment income (loss)	(.02)% A	(.25)%	(.61)%	(.51)%H	(.17)%	.26%
Supplemental Data
Net assets, end of period (in millions)	$ 15	$ 17	$ 22	$ 43	$ 69	$ 75
Portfolio turnover rateG	78% A	64%	68%	80%	88%	122%
AAnnualized BTotal returns for periods of less than one year are not annualized. CTotal returns would have been lower if certain expenses had not been reduced during the applicable periods shown. DTotal returns do not include the effect of the contingent deferred sales charge. ECalculated based on average shares outstanding during the period. FFees 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. GAmount does not include the portfolio activity of any underlying Fidelity Central Funds. HInvestment income per share reflects a large, non-recurring dividend which amounted to $.02 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been (.66)%. IExpense 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.

Semiannual Report

Financial Highlights - Class C

	Six months ended May 31, 2013	Years ended November 30,
	(Unaudited)	2012	2011	2010	2009	2008
Selected Per-Share Data
Net asset value, beginning of period	$ 12.79	$ 11.07	$ 11.22	$ 9.65	$ 6.41	$ 13.30
Income from Investment Operations
Net investment income (loss) E	- J	(.02)	(.07)	(.05) H	(.01)	.03
Net realized and unrealized gain (loss)	1.91	1.74	(.08)	1.62	3.30	(5.94)
Total from investment operations	1.91	1.72	(.15)	1.57	3.29	(5.91)
Distributions from net investment income	- J	-	-	-	(.05)	-
Distributions from net realized gain	-	-	-	- J	-	(.98)
Total distributions	-	-	-	- J	(.05)	(.98)
Net asset value, end of period	$ 14.70	$ 12.79	$ 11.07	$ 11.22	$ 9.65	$ 6.41
Total Return B,C,D	14.97%	15.54%	(1.34)%	16.31%	51.79%	(47.93)%
Ratios to Average Net Assets F,I
Expenses before reductions	1.74% A	1.94%	2.08%	2.08%	1.81%	1.82%
Expenses net of fee waivers, if any	1.74% A	1.94%	2.06%	2.00%	1.81%	1.82%
Expenses net of all reductions	1.72% A	1.93%	2.05%	1.99%	1.81%	1.81%
Net investment income (loss)	.05% A	(.20)%	(.57)%	(.51)% H	(.17)%	.29%
Supplemental Data
Net assets, end of period (in millions)	$ 140	$ 123	$ 124	$ 129	$ 125	$ 103
Portfolio turnover rate G	78% A	64%	68%	80%	88%	122%
AAnnualized BTotal returns for periods of less than one year are not annualized. CTotal returns would have been lower if certain expenses had not been reduced during the applicable periods shown. DTotal returns do not include the effect of the contingent deferred sales charge. ECalculated based on average shares outstanding during the period. FFees 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. GAmount does not include the portfolio activity of any underlying Fidelity Central Funds. HInvestment income per share reflects a large, non-recurring dividend which amounted to $.02 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been (.65)%. IExpense 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. JAmount represents less than $.01 per share.

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

Semiannual Report

Financial Highlights - Institutional Class

	Six months ended May 31, 2013	Years ended November 30,
	(Unaudited)	2012	2011	2010	2009	2008
Selected Per-Share Data
Net asset value, beginning of period	$ 13.86	$ 11.88	$ 12.00	$ 10.31	$ 6.73	$ 13.92
Income from Investment Operations
Net investment income (loss) D	.08	.11	.06	.05 G	.08	.15
Net realized and unrealized gain (loss)	2.05	1.87	(.09)	1.74	3.52	(6.21)
Total from investment operations	2.13	1.98	(.03)	1.79	3.60	(6.06)
Distributions from net investment income	(.15)	-	(.02)	(.06)	(.02)	(.14)
Distributions from net realized gain	-	-	(.07)	(.04)	-	(.99)
Total distributions	(.15)	-	(.09)	(.10)	(.02)	(1.13)
Net asset value, end of period	$ 15.84	$ 13.86	$ 11.88	$ 12.00	$ 10.31	$ 6.73
Total Return B,C	15.53%	16.67%	(.33)%	17.47%	53.57%	(47.34)%
Ratios to Average Net Assets E,H
Expenses before reductions	.71% A	.91%	1.04%	1.03%	.70%	.76%
Expenses net of fee waivers, if any	.71% A	.91%	1.03%	1.00%	.70%	.76%
Expenses net of all reductions	.69% A	.90%	1.02%	.99%	.69%	.75%
Net investment income (loss)	1.07% A	.83%	.46%	.49% G	.94%	1.35%
Supplemental Data
Net assets, end of period (in millions)	$ 117	$ 103	$ 83	$ 73	$ 66	$ 55
Portfolio turnover rate F	78% A	64%	68%	80%	88%	122%
AAnnualized BTotal returns for periods of less than one year are not annualized. CTotal returns would have been lower if certain expenses had not been reduced during the applicable periods shown. DCalculated based on average shares outstanding during the period. EFees 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. FAmount does not include the portfolio activity of any underlying Fidelity Central Funds. GInvestment income per share reflects a large, non-recurring dividend which amounted to $.02 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been .35%. HExpense 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.

Semiannual Report

Notes to Financial Statements

For the period ended May 31, 2013 (Unaudited)

(Amounts in thousands except percentages)

1. Organization.

Fidelity Advisor® Dividend Growth Fund (the Fund) is a fund of Fidelity Advisor Series I (the Trust) and is authorized to issue an unlimited number of shares. The Trust is registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end management investment company organized as a Massachusetts business trust. The Fund offers Class A, Class T, Class C and Institutional Class shares, each of which, along with Class B shares, has equal rights as to assets and voting privileges. Class B shares are closed to new accounts and additional purchases, except for exchanges and reinvestments. Each class has exclusive voting rights with respect to matters that affect that class. Class B shares will automatically convert to Class A shares after a holding period of seven years from the initial date of purchase.

2. Investments in Fidelity Central Funds.

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

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

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 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:

Semiannual Report

3. Significant Accounting Policies - continued

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

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

Level 1 - quoted prices in active markets for identical investments

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

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

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

Equity securities, including restricted securities, for which market quotations are readily available, are valued at the last reported sale price or official closing price as reported by a third party pricing vendor on the primary market or exchange on which they are traded and are categorized as Level 1 in the hierarchy. In the event there were no sales during the day or closing prices are not available, securities are valued at the last quoted bid price or may be valued using the last available price and are generally categorized as Level 2 in the hierarchy. For foreign equity securities, when market or security specific events arise, comparisons to the valuation of American Depositary Receipts (ADRs), futures contracts, Exchange-Traded Funds (ETFs) and certain indexes as well as quoted prices for similar securities may be used and would be categorized as Level 2 in the hierarchy. Utilizing these techniques may result in transfers between Level 1 and Level 2. For restricted equity securities and private placements where observable inputs are limited, assumptions about market activity and risk are used and these securities are generally categorized as Level 3 in the hierarchy.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except percentages)

3. Significant Accounting Policies - continued

Investment Valuation - continued

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

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

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 May 31, 2013, 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

Semiannual Report

3. Significant Accounting Policies - continued

Investment Transactions and Income - continued

ex-dividend date may have passed, which are recorded as soon as the Fund is informed of the ex-dividend date. Non-cash dividends included in dividend income, if any, are recorded at the fair market value of the securities received. Distributions received on securities that represent a return of capital or capital gain are recorded as a reduction of cost of investments and/or as a realized gain. Subsequent to ex-dividend date the Fund determines the components of these distributions, based upon receipt of tax filings or other correspondence relating to the underlying investment. Interest income and distributions from the Fidelity Central Funds are accrued as earned. Interest income includes coupon interest and amortization of premium and accretion of discount on debt securities. Investment income is recorded net of foreign taxes withheld where recovery of such taxes is uncertain.

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

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

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

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except percentages)

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

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

Book-tax differences are primarily due to foreign currency transactions, passive foreign investment companies (PFIC), market discount, contingent interest, equity-debt classifications, partnerships, capital loss carryforwards and losses deferred due to wash sales and excise tax regulations.

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

Gross unrealized appreciation	$ 168,419
Gross unrealized depreciation	(35,068)
Net unrealized appreciation (depreciation) on securities and other investments	$ 133,351
Tax cost	$ 823,863

Capital loss carryforwards are only available to offset future capital gains of the Fund to the extent provided by regulations and may be limited. Under the Regulated Investment Company Modernization Act of 2010 (the Act), the Fund is permitted to carry forward capital losses incurred in taxable years beginning after December 22, 2010 for an unlimited period and such capital losses are required to be used prior to any losses that expire. The capital loss carryforward information presented below, including any applicable limitation, is estimated as of fiscal period end and is subject to adjustment.

Fiscal year of expiration
2017	$ (95,001)

Delayed Delivery Transactions and When-Issued Securities. During the period, the Fund transacted in securities on a delayed delivery or when-issued basis. Payment and delivery may take place after the customary settlement period for that security. The price of the underlying securities and the date when the securities will be delivered and paid for are fixed at the time the transaction is negotiated. The Fund may receive compensation for interest forgone in the purchase of a delayed delivery or when-issued security. With respect to purchase commitments, the Fund identifies securities as segregated in its records with a value at least equal to the amount of the commitment. Losses may arise due to changes in the value of the underlying securities or if the counterparty does not perform under the contract's terms, or if the issuer does not issue the securities due to political, economic, or other factors.

Semiannual Report

3. Significant Accounting Policies - continued

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. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $348,473 and $368,121, respectively.

5. Fees and Other Transactions with Affiliates.

Management Fee. FMR and its affiliates provide the Fund with investment management related services for which the Fund pays a monthly management fee. The management fee is the sum of an individual fund fee rate that is based on an annual rate of .30% of the Fund's average net assets and an annualized group fee rate that averaged .26% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by FMR. The group fee rate decreases as assets under management increase and increases as assets under management decrease. In addition, the management fee is subject to a performance adjustment (up to a maximum of ± .20% of the Fund's average net assets over a 36 month performance period). The upward or downward adjustment to the management fee is based on the relative investment performance of the Institutional Class of the Fund as compared to an appropriate benchmark index. For the period, the total annualized management fee rate, including the performance adjustment, was .42% of the Fund's average net assets.

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

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except percentages)

5. Fees and Other Transactions with Affiliates - continued

Distribution and Service Plan Fees - continued

	Distribution Fee	Service Fee	Total Fees	Retained by FDC
Class A	-%	.25%	$ 399	$ 2
Class T	.25%	.25%	809	3
Class B	.75%	.25%	81	60
Class C	.75%	.25%	664	47
			$ 1,953	$ 112

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	$ 38
Class T	12
Class B*	8
Class C*	2
	$ 60

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

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

Semiannual Report

5. Fees and Other Transactions with Affiliates - continued

Transfer Agent Fees - continued

shareholder reports, except proxy statements. For the period, transfer agent fees for each class were as follows:

	Amount	% of Average Net Assets*
Class A	$ 400	.25
Class T	357	.22
Class B	24	.30
Class C	159	.24
Institutional Class	119	.21
	$ 1,059

* Annualized

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

Brokerage Commissions. The Fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of the investment adviser. Brokerage commissions are included in net realized gain (loss) and change in net unrealized appreciation (depreciation) in the Statement of Operations. The commissions paid to these affiliated firms were $12 for the period.

6. Committed Line of Credit.

The Fund participates with other funds managed by FMR or an affiliate in a $4.25 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro-rata portion of the line of credit, which amounted to $1 and is reflected in Miscellaneous expenses on the Statement of Operations. During the period, there were no borrowings on this line of credit.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except percentages)

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 $338, including $1 from securities loaned to FCM.

8. Expense Reductions.

Many of the brokers with whom FMR places trades on behalf of the Fund provided services to the Fund in addition to trade execution. These services included payments of certain expenses on behalf of the Fund totaling $99 for the period.

9. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

	Six months ended May 31, 2013	Year ended November 30, 2012
From net investment income
Class A	$ 2,287	$ -
Class T	1,666	-
Class C	38	-
Institutional Class	1,102	-
Total	$ 5,093	$ -

Semiannual Report

10. Share Transactions.

Transactions for each class of shares were as follows:

	Shares		Dollars
	Six months ended May 31, 2013	Year ended November 30, 2012	Six months ended May 31, 2013	Year ended November 30, 2012
Class A
Shares sold	1,646	4,097	$ 23,629	$ 51,727
Reinvestment of distributions	152	-	2,006	-
Shares redeemed	(2,200)	(7,320)	(31,210)	(93,009)
Net increase (decrease)	(402)	(3,223)	$ (5,575)	$ (41,282)
Class T
Shares sold	2,514	4,903	$ 35,852	$ 61,627
Reinvestment of distributions	122	-	1,600	-
Shares redeemed	(3,058)	(7,690)	(43,510)	(96,565)
Net increase (decrease)	(422)	(2,787)	$ (6,058)	$ (34,938)
Class B
Shares sold	37	64	$ 519	$ 775
Reinvestment of distributions	-	-	-	-
Shares redeemed	(299)	(764)	(4,135)	(9,292)
Net increase (decrease)	(262)	(700)	$ (3,616)	$ (8,517)
Class C
Shares sold	672	1,124	$ 9,242	$ 13,734
Reinvestment of distributions	3	-	32	-
Shares redeemed	(781)	(2,672)	(10,773)	(32,129)
Net increase (decrease)	(106)	(1,548)	$ (1,499)	$ (18,395)
Institutional Class
Shares sold	699	2,225	$ 10,372	$ 29,308
Reinvestment of distributions	75	-	1,032	-
Shares redeemed	(794)	(1,777)	(11,929)	(23,257)
Net increase (decrease)	(20)	448	$ (525)	$ 6,051

11. Other.

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

Semiannual 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)

ADGFI-USAN-0713
1.786780.110

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

Dividend Growth

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

Semiannual Report

May 31, 2013

(Fidelity Cover Art)

Contents

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.

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.

All other marks appearing herein are registered or unregistered trademarks or service marks of FMR LLC or an affiliated company. © 2013 FMR LLC. All rights reserved.

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.

Semiannual Report

Shareholder Expense Example

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

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (December 1, 2012 to May 31, 2013).

Actual Expenses

The first line of the accompanying table for each class of the Fund provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000.00 (for example, an $8,600 account value divided by $1,000.00 = 8.6), then multiply the result by the number in the first line for a class of the Fund under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period. 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.

Semiannual Report

Shareholder Expense Example - continued

	Annualized Expense RatioB	Beginning Account Value December 1, 2012	Ending Account Value May 31, 2013	Expenses Paid During Period* December 1, 2012 to May 31, 2013
Class A	1.00%
Actual		$ 1,000.00	$ 1,153.60	$ 5.37
HypotheticalA		$ 1,000.00	$ 1,019.95	$ 5.04
Class T	1.22%
Actual		$ 1,000.00	$ 1,152.70	$ 6.55
HypotheticalA		$ 1,000.00	$ 1,018.85	$ 6.14
Class B	1.80%
Actual		$ 1,000.00	$ 1,149.80	$ 9.65
HypotheticalA		$ 1,000.00	$ 1,015.96	$ 9.05
Class C	1.74%
Actual		$ 1,000.00	$ 1,149.70	$ 9.33
HypotheticalA		$ 1,000.00	$ 1,016.26	$ 8.75
Institutional Class	.71%
Actual		$ 1,000.00	$ 1,155.30	$ 3.82
HypotheticalA		$ 1,000.00	$ 1,021.39	$ 3.58

^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 182/365 (to reflect the one-half year period).

Semiannual Report

Investment Changes (Unaudited)

Top Ten Stocks as of May 31, 2013
	% of fund's net assets	% of fund's net assets 6 months ago
Apple, Inc.	2.3	4.8
Wells Fargo & Co.	1.7	1.7
Citigroup, Inc.	1.6	1.0
Google, Inc. Class A	1.6	1.5
General Electric Co.	1.6	1.0
Procter & Gamble Co.	1.4	1.1
Johnson & Johnson	1.3	1.3
Bank of America Corp.	1.2	0.0
Merck & Co., Inc.	1.2	1.2
JPMorgan Chase & Co.	1.2	0.7
	15.1
Top Five Market Sectors as of May 31, 2013
	% of fund's net assets	% of fund's net assets 6 months ago
Information Technology	16.9	20.2
Financials	16.0	13.3
Health Care	13.7	12.4
Consumer Discretionary	12.6	12.1
Industrials	12.1	12.4

Asset Allocation (% of fund's net assets)
As of May 31, 2013 *			As of November 30, 2012 **
	Stocks 98.6%			Stocks 98.8%
	Bonds 0.1%			Bonds 0.0%
	Convertible Securities 0.6%			Convertible Securities 0.5%
	Short-Term Investments and Net Other Assets (Liabilities) 0.7%			Short-Term Investments and Net Other Assets (Liabilities) 0.7%
* Foreign investments		19.3%	** Foreign investments		17.6%

Semiannual Report

Investments May 31, 2013 (Unaudited)

Showing Percentage of Net Assets

Common Stocks - 98.5%
	Shares		Value (000s)
CONSUMER DISCRETIONARY - 12.5%
Auto Components - 0.2%
Delphi Automotive PLC	32,976		$ 1,610
Johnson Controls, Inc.	1,258		47
Tenneco, Inc. (a)	13,400		594
			2,251
Automobiles - 0.6%
Ford Motor Co.	258,663		4,056
Harley-Davidson, Inc.	17,301		944
Honda Motor Co. Ltd.	27,000		1,002
			6,002
Diversified Consumer Services - 0.6%
Anhanguera Educacional Participacoes SA	246,000		1,506
H&R Block, Inc.	111,400		3,261
Kroton Educacional SA	81,400		1,167
			5,934
Hotels, Restaurants & Leisure - 1.6%
Bloomin' Brands, Inc.	46,500		1,082
Brinker International, Inc.	88,618		3,475
Club Mediterranee SA (a)	22,129		508
Hyatt Hotels Corp. Class A (a)	22,646		931
Icahn Enterprises LP rights	115,176		0
Las Vegas Sands Corp.	6,805		394
Penn National Gaming, Inc. (a)	3,900		215
Ruth's Hospitality Group, Inc.	22,565		253
Spur Corp. Ltd.	59,639		175
Starbucks Corp.	39,801		2,510
Texas Roadhouse, Inc. Class A	76,252		1,803
Wyndham Worldwide Corp.	8,100		471
Yum! Brands, Inc.	46,153		3,127
			14,944
Household Durables - 0.4%
Taylor Wimpey PLC	795,900		1,199
Toll Brothers, Inc. (a)	35,900		1,227
Whirlpool Corp.	13,703		1,751
			4,177
Internet & Catalog Retail - 0.2%
Liberty Media Corp. Interactive Series A (a)	39,967		897
Ocado Group PLC (a)(d)	254,671		1,052
			1,949
Common Stocks - continued
	Shares		Value (000s)
CONSUMER DISCRETIONARY - continued
Leisure Equipment & Products - 0.4%
Amer Group PLC (A Shares)	31,500		$ 580
BRP, Inc.	12,000		286
Brunswick Corp.	41,400		1,390
Polaris Industries, Inc.	10,600		1,012
			3,268
Media - 3.5%
Antena 3 de Television SA (d)	19,200		127
CBS Corp. Class B	109,868		5,438
Comcast Corp. Class A	200,893		8,066
Ipsos SA	13,689		494
MDC Partners, Inc. Class A (sub. vtg.)	114,234		2,014
Mood Media Corp. (a)(f)(g)	135,900		140
News Corp. Class A	80,173		2,574
Omnicom Group, Inc.	24,305		1,510
The Walt Disney Co.	78,770		4,969
Time Warner, Inc.	36,291		2,118
Valassis Communications, Inc.	17,865		464
Viacom, Inc. Class B (non-vtg.)	75,026		4,943
			32,857
Multiline Retail - 0.2%
PPR SA	7,200		1,574
The Bon-Ton Stores, Inc.	22,200		473
			2,047
Specialty Retail - 4.0%
American Eagle Outfitters, Inc.	86,105		1,704
Ascena Retail Group, Inc. (a)	59,026		1,200
AutoZone, Inc. (a)	4,120		1,684
Bed Bath & Beyond, Inc. (a)	12,354		843
Body Central Corp. (a)	103,390		1,271
CarMax, Inc. (a)	3,877		181
CST Brands, Inc. (a)	1		0 *
Express, Inc. (a)	87,141		1,900
Foot Locker, Inc.	21,739		746
Francescas Holdings Corp. (a)	32,054		915
GNC Holdings, Inc.	24,300		1,094
Home Depot, Inc.	116,237		9,143
Kingfisher PLC	199,980		1,050
L Brands, Inc.	32,040		1,602
Lowe's Companies, Inc.	127,114		5,353
OfficeMax, Inc.	95,994		1,251
Common Stocks - continued
	Shares		Value (000s)
CONSUMER DISCRETIONARY - continued
Specialty Retail - continued
Rent-A-Center, Inc.	74,082		$ 2,710
Ross Stores, Inc.	18,765		1,207
Staples, Inc.	29,831		447
SuperGroup PLC (a)	96,467		1,132
TJX Companies, Inc.	51,601		2,612
			38,045
Textiles, Apparel & Luxury Goods - 0.8%
Coach, Inc.	12,384		721
lululemon athletica, Inc. (a)	3,017		235
NIKE, Inc. Class B	48,755		3,006
PVH Corp.	21,461		2,472
VF Corp.	6,250		1,149
			7,583
TOTAL CONSUMER DISCRETIONARY			119,057
CONSUMER STAPLES - 10.0%
Beverages - 2.4%
Anheuser-Busch InBev SA NV	24,100		2,219
Beam, Inc.	11,077		718
Coca-Cola Enterprises, Inc.	2,100		78
Cott Corp.	129,600		1,061
Dr. Pepper Snapple Group, Inc.	75,784		3,485
Molson Coors Brewing Co. Class B	2,600		128
Monster Beverage Corp. (a)	54,387		2,969
Remy Cointreau SA	4,500		522
SABMiller PLC	24,200		1,224
The Coca-Cola Co.	267,575		10,700
			23,104
Food & Staples Retailing - 1.6%
Carrefour SA	4,262		126
CVS Caremark Corp.	114,524		6,594
Kroger Co.	53,952		1,817
Rami Levi Chain Stores Hashikma Marketing 2006 Ltd.	20,939		992
Wal-Mart Stores, Inc.	13,767		1,030
Walgreen Co.	98,193		4,690
			15,249
Food Products - 1.7%
Amira Nature Foods Ltd.	68,222		608
Common Stocks - continued
	Shares		Value (000s)
CONSUMER STAPLES - continued
Food Products - continued
Astral Foods Ltd.	54,521		$ 484
Bunge Ltd.	17,650		1,228
Cal-Maine Foods, Inc.	2,088		93
Danone SA	13,200		973
Green Mountain Coffee Roasters, Inc. (a)	33,676		2,463
Hilton Food Group PLC	73,331		393
Ingredion, Inc.	13,643		929
Kellogg Co.	31,711		1,968
Marine Harvest ASA	1,172,273		1,222
Mead Johnson Nutrition Co. Class A	19,391		1,572
Mondelez International, Inc.	151,530		4,464
			16,397
Household Products - 2.0%
Energizer Holdings, Inc.	21,860		2,092
Procter & Gamble Co.	177,856		13,652
Svenska Cellulosa AB (SCA) (B Shares)	90,000		2,249
Unicharm Corp.	22,500		1,258
			19,251
Personal Products - 0.3%
Estee Lauder Companies, Inc. Class A	14,589		989
Hengan International Group Co. Ltd.	76,500		846
Herbalife Ltd.	23,500		1,097
Nu Skin Enterprises, Inc. Class A	3,190		188
			3,120
Tobacco - 2.0%
Altria Group, Inc.	45,698		1,650
British American Tobacco PLC (United Kingdom)	37,600		2,066
Japan Tobacco, Inc.	119,600		4,070
Philip Morris International, Inc.	118,863		10,806
			18,592
TOTAL CONSUMER STAPLES			95,713
ENERGY - 10.0%
Energy Equipment & Services - 3.6%
BW Offshore Ltd.	1,030,952		1,376
Cameron International Corp. (a)	101,914		6,204
Cathedral Energy Services Ltd.	124,600		553
Ensco PLC Class A	79,400		4,777
Common Stocks - continued
	Shares		Value (000s)
ENERGY - continued
Energy Equipment & Services - continued
Essential Energy Services Ltd.	441,500		$ 1,060
Halliburton Co.	82,605		3,457
National Oilwell Varco, Inc.	93,582		6,579
Noble Corp.	47,079		1,824
Schlumberger Ltd.	77,617		5,668
Vantage Drilling Co. (a)	834,115		1,602
Xtreme Drilling & Coil Services Corp. (a)	404,600		1,034
Xtreme Drilling & Coil Services Corp. (e)	132,500		339
			34,473
Oil, Gas & Consumable Fuels - 6.4%
Access Midstream Partners LP	34,591		1,488
Americas Petrogas, Inc. (a)	264,700		406
Americas Petrogas, Inc. (a)(e)	286,000		439
Anadarko Petroleum Corp.	47,198		4,128
Apache Corp.	25,078		2,060
Atlas Energy LP	9,400		461
Atlas Pipeline Partners LP	44,607		1,660
BPZ Energy, Inc. (a)	319,601		617
Cabot Oil & Gas Corp.	16,054		1,130
Coal India Ltd.	14,500		83
Cobalt International Energy, Inc. (a)	82,608		2,143
Concho Resources, Inc. (a)	21,740		1,819
Crown Point Energy, Inc. (e)(f)	329,102		76
Double Eagle Petroleum Co. (a)	114,413		471
Emerald Oil, Inc. warrants 2/4/16 (a)	16,536		0
Energen Corp.	37,159		2,014
EOG Resources, Inc.	11,695		1,510
EQT Corp.	29,702		2,373
Halcon Resources Corp. (a)	90,000		475
Hess Corp.	6,253		422
InterOil Corp. (a)(d)	54,502		4,524
Magellan Midstream Partners LP	11,526		599
Marathon Petroleum Corp.	14,652		1,209
Markwest Energy Partners LP	45,610		3,003
Motor Oil (HELLAS) Corinth Refineries SA	2,600		26
Noble Energy, Inc.	14,600		842
Northern Oil & Gas, Inc. (a)	266,609		3,511
Occidental Petroleum Corp.	70,247		6,468
Painted Pony Petroleum Ltd. (e)	49,500		446
Painted Pony Petroleum Ltd. Class A (a)	74,350		671
Common Stocks - continued
	Shares		Value (000s)
ENERGY - continued
Oil, Gas & Consumable Fuels - continued
Pan Orient Energy Corp.	28,000		$ 46
Peabody Energy Corp.	94,423		1,857
Phillips 66	37,407		2,490
Pioneer Natural Resources Co.	4,893		679
Royal Dutch Shell PLC Class A sponsored ADR	35,352		2,346
Southcross Energy Partners LP	35,641		800
Suncor Energy, Inc.	32,480		985
TAG Oil Ltd. (a)	421,700		1,273
TAG Oil Ltd. (e)	15,900		48
The Williams Companies, Inc.	131,301		4,619
Valero Energy Corp.	17,073		694
Western Gas Equity Partners LP	4,543		170
			61,081
TOTAL ENERGY			95,554
FINANCIALS - 15.9%
Capital Markets - 2.4%
AllianceBernstein Holding LP	39,040		988
Ameriprise Financial, Inc.	14,045		1,145
BlackRock, Inc. Class A	8,899		2,485
Goldman Sachs Group, Inc.	3,462		561
GP Investments Ltd. Class A (depositary receipt) (a)	456,760		1,011
ICG Group, Inc. (a)	38,648		429
Invesco Ltd.	69,084		2,331
KKR & Co. LP	68,460		1,334
Monex Group, Inc. (d)	4,149		1,533
Morgan Stanley	127,414		3,300
Oaktree Capital Group LLC	33,200		1,731
The Blackstone Group LP	55,420		1,213
UBS AG (NY Shares)	255,742		4,483
			22,544
Commercial Banks - 3.1%
Axis Bank Ltd.	3,884		98
Bank of Ireland (a)	14,643		3
Barclays PLC sponsored ADR	160,340		3,077
Commerce Bancshares, Inc.	21,923		954
Guaranty Trust Bank PLC GDR (Reg. S)	56,572		503
Huntington Bancshares, Inc.	8,500		66
Itau Unibanco Holding SA sponsored ADR	49,518		745
Common Stocks - continued
	Shares		Value (000s)
FINANCIALS - continued
Commercial Banks - continued
Komercni Banka A/S	200		$ 38
M&T Bank Corp.	8,090		849
PNC Financial Services Group, Inc.	34,440		2,467
PT Bank Rakyat Indonesia Tbk	64,000		58
Sberbank (Savings Bank of the Russian Federation) sponsored ADR	42,000		514
U.S. Bancorp	113,357		3,974
Wells Fargo & Co.	392,211		15,904
			29,250
Consumer Finance - 0.8%
American Express Co.	9,364		709
Capital One Financial Corp.	82,313		5,015
SLM Corp.	86,898		2,063
			7,787
Diversified Financial Services - 4.8%
Bank of America Corp.	863,473		11,795
Citigroup, Inc.	299,573		15,575
JPMorgan Chase & Co.	202,459		11,052
McGraw-Hill Companies, Inc.	53,980		2,945
ORIX Corp.	65,400		867
PICO Holdings, Inc. (a)	154,614		3,493
The NASDAQ Stock Market, Inc.	4,292		135
			45,862
Insurance - 2.4%
ACE Ltd.	22,176		1,989
AFLAC, Inc.	31,832		1,773
Allied World Assurance Co. Holdings Ltd.	10,263		918
Arthur J. Gallagher & Co.	13,665		597
Assured Guaranty Ltd.	208,751		4,722
Axis Capital Holdings Ltd.	11,500		501
Berkshire Hathaway, Inc. Class B (a)	16,553		1,888
Everest Re Group Ltd.	8,134		1,054
Fairfax Financial Holdings Ltd. (sub. vtg.)	2,300		929
Marsh & McLennan Companies, Inc.	27,300		1,093
MetLife, Inc.	63,621		2,813
Prudential Financial, Inc.	30,264		2,087
The Travelers Companies, Inc.	22,053		1,846
Validus Holdings Ltd.	22,230		803
			23,013
Common Stocks - continued
	Shares		Value (000s)
FINANCIALS - continued
Real Estate Investment Trusts - 1.7%
American Tower Corp.	26,419		$ 2,056
Beni Stabili SpA SIIQ	1,669,200		1,173
CBL & Associates Properties, Inc.	58,332		1,341
Coresite Realty Corp.	1,300		42
Corrections Corp. of America	16,228		570
Cousins Properties, Inc.	57,176		590
Douglas Emmett, Inc.	48,532		1,237
Education Realty Trust, Inc.	122,600		1,282
Lexington Corporate Properties Trust	96,600		1,216
Parkway Properties, Inc.	26,500		455
Piedmont Office Realty Trust, Inc. Class A	28,100		534
Prologis, Inc.	30,057		1,211
Retail Properties America, Inc.	21,300		325
SL Green Realty Corp.	17,330		1,507
Westfield Group unit	83,214		913
Weyerhaeuser Co.	48,108		1,435
			15,887
Real Estate Management & Development - 0.5%
Atrium European Real Estate Ltd.	14,913		88
CBRE Group, Inc. (a)	165,607		3,839
CSI Properties Ltd.	10,910,000		484
Jones Lang LaSalle, Inc.	4,700		432
LEG Immobilien AG	6,871		392
			5,235
Thrifts & Mortgage Finance - 0.2%
MGIC Investment Corp. (a)	156,600		968
Radian Group, Inc.	52,300		673
			1,641
TOTAL FINANCIALS			151,219
HEALTH CARE - 13.5%
Biotechnology - 3.5%
Achillion Pharmaceuticals, Inc. (a)	42,795		357
Alnylam Pharmaceuticals, Inc. (a)	97,100		2,974
Amgen, Inc.	56,391		5,669
Array Biopharma, Inc. (a)	32,000		187
Biogen Idec, Inc. (a)	15,209		3,612
Biovitrum AB (a)	136,220		847
CSL Ltd.	3,198		182
Common Stocks - continued
	Shares		Value (000s)
HEALTH CARE - continued
Biotechnology - continued
Cytos Biotechnology AG (a)	853		$ 3
Dynavax Technologies Corp. (a)	457,387		1,194
Elan Corp. PLC sponsored ADR (a)	187,097		2,369
Gentium SpA sponsored ADR (a)	29,591		248
Gilead Sciences, Inc. (a)	107,272		5,844
Grifols SA ADR	66,675		1,818
Infinity Pharmaceuticals, Inc. (a)	79,490		2,142
Insmed, Inc. (a)	15,400		207
Isis Pharmaceuticals, Inc. (a)	35,800		775
KaloBios Pharmaceuticals, Inc.	49,556		252
KaloBios Pharmaceuticals, Inc.	17,800		101
Medivation, Inc. (a)	9,400		456
Merrimack Pharmaceuticals, Inc. (a)	46,100		255
Novavax, Inc. (a)	97,129		186
Onyx Pharmaceuticals, Inc. (a)	8,145		777
Theravance, Inc. (a)	80,201		2,810
			33,265
Health Care Equipment & Supplies - 1.2%
Ansell Ltd.	25,568		421
Baxter International, Inc.	10,979		772
Boston Scientific Corp. (a)	172,662		1,595
Covidien PLC	25,773		1,639
Genmark Diagnostics, Inc. (a)	87,606		1,305
Hill-Rom Holdings, Inc.	29,867		1,079
Sirona Dental Systems, Inc. (a)	13,489		957
Stryker Corp.	30,855		2,048
Trinity Biotech PLC sponsored ADR	16,621		291
Zimmer Holdings, Inc.	12,142		953
			11,060
Health Care Providers & Services - 3.3%
Accretive Health, Inc. (a)	129,000		1,468
AmerisourceBergen Corp.	45,595		2,466
AmSurg Corp. (a)	27,766		987
Apollo Hospitals Enterprise Ltd.	28,240		502
BioScrip, Inc. (a)	68,596		959
Brookdale Senior Living, Inc. (a)	208,727		5,917
DaVita, Inc. (a)	14,573		1,808
Emeritus Corp. (a)	65,163		1,656
Express Scripts Holding Co. (a)	74,301		4,616
McKesson Corp.	21,045		2,396
Common Stocks - continued
	Shares		Value (000s)
HEALTH CARE - continued
Health Care Providers & Services - continued
MEDNAX, Inc. (a)	9,515		$ 883
Qualicorp SA (a)	122,700		1,086
Quest Diagnostics, Inc.	28,946		1,790
UnitedHealth Group, Inc.	82,116		5,143
			31,677
Life Sciences Tools & Services - 0.2%
Agilent Technologies, Inc.	27,330		1,242
Lonza Group AG	10,483		783
			2,025
Pharmaceuticals - 5.3%
AbbVie, Inc.	104,031		4,441
Actavis, Inc. (a)	20,209		2,492
Allergan, Inc.	5,000		497
AVANIR Pharmaceuticals Class A (a)	93,455		310
Biodelivery Sciences International, Inc. (a)	143,414		631
Cadence Pharmaceuticals, Inc. (a)(d)	341,498		2,271
Dechra Pharmaceuticals PLC	43,500		452
Endo Health Solutions, Inc. (a)	50,260		1,824
GlaxoSmithKline PLC	91,400		2,365
Horizon Pharma, Inc.	367,185		870
Horizon Pharma, Inc.:
warrants 2/28/17 (a)	27,294		0 *
warrants 9/25/17 (a)	109,700		0 *
Jazz Pharmaceuticals PLC (a)	20,720		1,408
Johnson & Johnson	146,419		12,326
Merck & Co., Inc.	240,824		11,246
Novo Nordisk A/S Series B	13,945		2,260
Optimer Pharmaceuticals, Inc. (a)(d)	23,450		349
Pfizer, Inc.	20,462		557
Sanofi SA	28,394		3,028
Valeant Pharmaceuticals International, Inc. (Canada) (a)	14,600		1,343
Warner Chilcott PLC	104,584		2,008
			50,678
TOTAL HEALTH CARE			128,705
INDUSTRIALS - 12.0%
Aerospace & Defense - 1.9%
Finmeccanica SpA (a)	111,336		622
Common Stocks - continued
	Shares		Value (000s)
INDUSTRIALS - continued
Aerospace & Defense - continued
General Dynamics Corp.	13,209		$ 1,018
Honeywell International, Inc.	58,917		4,623
Meggitt PLC	248,751		2,013
Orbital Sciences Corp. (a)	5,590		102
Textron, Inc.	67,532		1,821
The Boeing Co.	9,837		974
United Technologies Corp.	78,071		7,409
			18,582
Air Freight & Logistics - 0.4%
United Parcel Service, Inc. Class B	50,643		4,350
Airlines - 0.1%
Copa Holdings SA Class A	3,000		394
easyJet PLC	14,500		279
			673
Building Products - 0.6%
Armstrong World Industries, Inc. (a)	8,334		433
Masco Corp.	228,053		4,794
Ply Gem Holdings, Inc.	13,200		305
			5,532
Commercial Services & Supplies - 0.5%
Multiplus SA	92,800		1,500
Republic Services, Inc.	46,840		1,597
Swisher Hygiene, Inc. (a)	202,331		210
Swisher Hygiene, Inc. (Canada) (a)	77,001		80
Waste Management, Inc.	24,308		1,019
West Corp.	20,500		469
			4,875
Construction & Engineering - 0.4%
AECOM Technology Corp. (a)	30,641		943
Boart Longyear Ltd.	251,495		161
Fluor Corp.	12,436		786
MasTec, Inc. (a)	31,210		992
URS Corp.	26,106		1,265
			4,147
Electrical Equipment - 1.9%
Alstom SA	43,202		1,635
AMETEK, Inc.	30,332		1,309
Bharat Heavy Electricals Ltd.	157,533		556
Common Stocks - continued
	Shares		Value (000s)
INDUSTRIALS - continued
Electrical Equipment - continued
Eaton Corp. PLC	33,453		$ 2,210
Emerson Electric Co.	55,769		3,204
Generac Holdings, Inc.	42,806		1,734
Hubbell, Inc. Class B	14,324		1,439
Polypore International, Inc. (a)	10,200		384
Prysmian SpA	80,029		1,721
Regal-Beloit Corp.	29,687		2,004
Roper Industries, Inc.	12,261		1,523
			17,719
Industrial Conglomerates - 1.9%
3M Co.	4,300		474
Carlisle Companies, Inc.	15,347		1,004
General Electric Co.	652,510		15,217
Koninklijke Philips Electronics NV	33,500		949
Reunert Ltd.	20,553		146
Siemens AG sponsored ADR	1,300		137
			17,927
Machinery - 2.3%
Actuant Corp. Class A	34,626		1,177
Cummins, Inc.	19,290		2,308
Dover Corp.	13,589		1,063
GEA Group AG	15,363		562
Global Brass & Copper Holdings, Inc.	55,100		727
Harsco Corp.	41,921		980
Illinois Tool Works, Inc.	28,700		2,013
Ingersoll-Rand PLC	62,752		3,610
Manitowoc Co., Inc.	147,803		3,105
Pentair Ltd.	33,160		1,931
Stanley Black & Decker, Inc.	45,156		3,577
Terex Corp. (a)	5,601		201
Timken Co.	18,309		1,039
			22,293
Marine - 0.1%
Ultrapetrol (Bahamas) Ltd. (a)	213,416		623
Professional Services - 0.5%
CRA International, Inc. (a)	36,741		658
Dun & Bradstreet Corp.	18,774		1,842
Manpower, Inc.	9,496		544
Michael Page International PLC	159,115		930
Common Stocks - continued
	Shares		Value (000s)
INDUSTRIALS - continued
Professional Services - continued
Randstad Holding NV	11,032		$ 473
Verisk Analytics, Inc. (a)	8,200		482
			4,929
Road & Rail - 1.0%
Con-way, Inc.	6,000		228
CSX Corp.	48,577		1,225
J.B. Hunt Transport Services, Inc.	6,644		489
Norfolk Southern Corp.	2,300		176
Union Pacific Corp.	45,415		7,022
			9,140
Trading Companies & Distributors - 0.4%
Houston Wire & Cable Co.	73,887		1,035
Watsco, Inc.	17,604		1,536
WESCO International, Inc. (a)	17,537		1,302
			3,873
TOTAL INDUSTRIALS			114,663
INFORMATION TECHNOLOGY - 16.7%
Communications Equipment - 1.6%
Cisco Systems, Inc.	379,213		9,131
QUALCOMM, Inc.	94,628		6,007
			15,138
Computers & Peripherals - 3.0%
Apple, Inc.	49,013		22,051
EMC Corp.	60,968		1,510
NCR Corp. (a)	55,625		1,858
Seagate Technology	19,053		821
Western Digital Corp.	35,415		2,242
			28,482
Electronic Equipment & Components - 0.5%
Corning, Inc.	102,112		1,569
Jabil Circuit, Inc.	57,408		1,152
TE Connectivity Ltd.	52,722		2,340
			5,061
Internet Software & Services - 2.1%
Active Network, Inc. (a)(d)	126,177		844
Demandware, Inc. (a)	17,069		522
Google, Inc. Class A (a)	17,832		15,521
Common Stocks - continued
	Shares		Value (000s)
INFORMATION TECHNOLOGY - continued
Internet Software & Services - continued
Halogen Software, Inc.	11,400		$ 146
Mail.Ru Group Ltd.:
GDR (e)	1,900		53
GDR (Reg. S)	31,200		871
Marketo, Inc.	21,900		518
Velti PLC (a)	371,006		653
Velti PLC (g)	192,692		305
Yahoo!, Inc. (a)	8,500		224
			19,657
IT Services - 3.1%
Accenture PLC Class A	46,738		3,838
Amdocs Ltd.	32,982		1,177
Cognizant Technology Solutions Corp. Class A (a)	16,182		1,046
EPAM Systems, Inc. (a)	61,400		1,422
EVERTEC, Inc.	34,300		687
ExlService Holdings, Inc. (a)	34,783		1,020
Fidelity National Information Services, Inc.	58,748		2,638
MasterCard, Inc. Class A	6,642		3,788
Sapient Corp. (a)	119,856		1,544
Total System Services, Inc.	57,019		1,341
Unisys Corp. (a)	38,282		791
Virtusa Corp. (a)	33,743		792
Visa, Inc. Class A	54,271		9,668
			29,752
Office Electronics - 0.3%
Xerox Corp.	336,980		2,962
Semiconductors & Semiconductor Equipment - 2.8%
Altera Corp.	25,500		846
Analog Devices, Inc.	28,595		1,313
Applied Micro Circuits Corp. (a)	38,200		295
ASML Holding NV	75,012		6,096
Avago Technologies Ltd.	35,435		1,336
Broadcom Corp. Class A	48,450		1,740
Freescale Semiconductor Holdings I Ltd. (a)	103,538		1,648
LTX-Credence Corp. (a)	224,668		1,274
MagnaChip Semiconductor Corp. (a)	34,139		632
Maxim Integrated Products, Inc.	49,396		1,457
Microchip Technology, Inc.	7,639		279
Micron Technology, Inc. (a)	117,220		1,369
Monolithic Power Systems, Inc.	8,500		209
Common Stocks - continued
	Shares		Value (000s)
INFORMATION TECHNOLOGY - continued
Semiconductors & Semiconductor Equipment - continued
NXP Semiconductors NV (a)	59,247		$ 1,828
Samsung Electronics Co. Ltd.	2,191		2,948
Skyworks Solutions, Inc. (a)	135,211		3,226
			26,496
Software - 3.3%
Activision Blizzard, Inc.	192,233		2,774
Adobe Systems, Inc. (a)	17,338		744
Autodesk, Inc. (a)	36,745		1,386
Check Point Software Technologies Ltd. (a)	40,164		2,011
Citrix Systems, Inc. (a)	38,961		2,507
Comverse, Inc.	42,777		1,277
Constellation Software, Inc.	6,900		1,012
Electronic Arts, Inc. (a)	144,386		3,319
Infoblox, Inc. (a)	15,300		372
Jive Software, Inc. (a)	27,262		461
MICROS Systems, Inc. (a)	17,500		739
Microsoft Corp.	181,889		6,344
Oracle Corp.	166,198		5,611
SS&C Technologies Holdings, Inc. (a)	27,674		875
Symantec Corp.	60,370		1,352
Verint Systems, Inc. (a)	33,979		1,141
			31,925
TOTAL INFORMATION TECHNOLOGY			159,473
MATERIALS - 4.2%
Chemicals - 2.0%
Albemarle Corp.	17,300		1,158
Ashland, Inc.	19,413		1,726
Axiall Corp.	24,458		1,055
Cabot Corp.	31,565		1,292
Eastman Chemical Co.	23,207		1,664
Filtrona PLC	7,300		77
Innospec, Inc.	8,006		328
LyondellBasell Industries NV Class A	34,896		2,326
Monsanto Co.	30,401		3,060
PetroLogistics LP	15,317		207
PolyOne Corp.	21,412		550
PPG Industries, Inc.	11,185		1,718
Royal DSM NV	2,100		138
Common Stocks - continued
	Shares		Value (000s)
MATERIALS - continued
Chemicals - continued
RPM International, Inc.	30,309		$ 1,004
W.R. Grace & Co. (a)	35,870		3,031
			19,334
Construction Materials - 0.3%
HeidelbergCement Finance AG	473		36
Lafarge SA (Bearer)	11,900		856
Vulcan Materials Co.	34,077		1,826
			2,718
Containers & Packaging - 0.3%
Nampak Ltd.	301,028		1,044
Rock-Tenn Co. Class A	15,404		1,522
			2,566
Metals & Mining - 1.4%
Agnico Eagle Mines Ltd. (Canada)	18,298		595
Commercial Metals Co.	93,987		1,449
Franco-Nevada Corp.	2,600		108
Freeport-McMoRan Copper & Gold, Inc.	51,821		1,609
Goldcorp, Inc.	84,700		2,514
Ivanplats Ltd. (e)	746,308		1,944
Randgold Resources Ltd. sponsored ADR	29,300		2,297
Turquoise Hill Resources Ltd. (a)	379,593		2,534
			13,050
Paper & Forest Products - 0.2%
Canfor Corp. (a)	17,100		287
International Paper Co.	35,174		1,623
			1,910
TOTAL MATERIALS			39,578
TELECOMMUNICATION SERVICES - 1.1%
Diversified Telecommunication Services - 0.4%
CenturyLink, Inc.	59,011		2,015
PT Telkomunikasi Indonesia Tbk sponsored ADR	22,319		1,009
Verizon Communications, Inc.	16,997		824
			3,848
Wireless Telecommunication Services - 0.7%
Megafon OJSC GDR	18,400		575
Mobile TeleSystems OJSC sponsored ADR	49,034		945
SBA Communications Corp. Class A (a)	37,497		2,822
Common Stocks - continued
	Shares		Value (000s)
TELECOMMUNICATION SERVICES - continued
Wireless Telecommunication Services - continued
Softbank Corp.	7,700		$ 385
Vodafone Group PLC	580,500		1,682
			6,409
TOTAL TELECOMMUNICATION SERVICES			10,257
UTILITIES - 2.6%
Electric Utilities - 1.3%
Edison International	50,007		2,297
Hawaiian Electric Industries, Inc. (d)	28,968		758
ITC Holdings Corp.	32,738		2,834
NextEra Energy, Inc.	38,627		2,921
Northeast Utilities	79,396		3,308
			12,118
Gas Utilities - 0.0%
Atmos Energy Corp.	6,958		294
Independent Power Producers & Energy Traders - 0.3%
The AES Corp.	247,279		3,017
Multi-Utilities - 1.0%
CenterPoint Energy, Inc.	40,739		944
Dominion Resources, Inc.	9,400		532
National Grid PLC	28,500		339
PG&E Corp.	46,700		2,097
Sempra Energy	63,309		5,147
			9,059
Water Utilities - 0.0%
American Water Works Co., Inc.	6,010		240
TOTAL UTILITIES			24,728
TOTAL COMMON STOCKS (Cost $800,601)		938,947
Preferred Stocks - 0.2%
Convertible Preferred Stocks - 0.1%
INFORMATION TECHNOLOGY - 0.1%
IT Services - 0.1%
Unisys Corp. Series A, 6.25%	9,500		561
Preferred Stocks - continued
	Shares		Value (000s)
Nonconvertible Preferred Stocks - 0.1%
CONSUMER DISCRETIONARY - 0.1%
Automobiles - 0.1%
Volkswagen AG	4,100		$ 900
TOTAL PREFERRED STOCKS (Cost $1,460)		1,461

Corporate Bonds - 0.6%
		Principal Amount (000s)(h)
Convertible Bonds - 0.5%
ENERGY - 0.1%
Energy Equipment & Services - 0.0%
Cal Dive International, Inc. 5% 7/15/17 (e)		$ 330		364
Oil, Gas & Consumable Fuels - 0.1%
Amyris, Inc. 3% 2/27/17		791		562
BPZ Energy, Inc. 6.5% 3/1/15		430		345
				907
TOTAL ENERGY				1,271
HEALTH CARE - 0.2%
Biotechnology - 0.2%
Exelixis, Inc. 4.25% 8/15/19		1,070		1,069
InterMune, Inc. 2.5% 12/15/17		330		362
Theravance, Inc. 2.125% 1/15/23		430		620
				2,051
INDUSTRIALS - 0.1%
Building Products - 0.1%
Aspen Aerogels, Inc. 8% 6/1/14 (g)		450		450
INFORMATION TECHNOLOGY - 0.1%
Semiconductors & Semiconductor Equipment - 0.1%
GT Advanced Technologies, Inc. 3% 10/1/17		820		739
Corporate Bonds - continued
		Principal Amount (000s)(h)		Value (000s)
Convertible Bonds - continued
TELECOMMUNICATION SERVICES - 0.0%
Wireless Telecommunication Services - 0.0%
Clearwire Communications LLC/Clearwire Finance, Inc. 8.25% 12/1/40 (e)		$ 380		$ 420
TOTAL CONVERTIBLE BONDS				4,931
Nonconvertible Bonds - 0.1%
FINANCIALS - 0.1%
Commercial Banks - 0.1%
Bank of Ireland 10% 7/30/16	EUR	652		881
TOTAL CORPORATE BONDS (Cost $5,647)			5,812

Money Market Funds - 1.2%
	Shares
Fidelity Cash Central Fund, 0.12% (b)	5,984,392		5,984
Fidelity Securities Lending Cash Central Fund, 0.12% (b)(c)	5,010,295		5,010
TOTAL MONEY MARKET FUNDS (Cost $10,994)		10,994
TOTAL INVESTMENT PORTFOLIO - 100.5% (Cost $818,702)		957,214
NET OTHER ASSETS (LIABILITIES) - (0.5)%		(4,379)
NET ASSETS - 100%		$ 952,835

Currency Abbreviations
EUR	-	European Monetary Unit

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 are available on the SEC's website or upon request.

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

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

(e) Security exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. At the end of the period, the value of these securities amounted to $4,129,000 or 0.4% of net assets.

(f) Security or a portion of the security purchased on a delayed delivery or when-issued basis.

(g) Restricted securities - Investment in securities not registered under the Securities Act of 1933 (excluding 144A issues). At the end of the period, the value of restricted securities (excluding 144A issues) amounted to $895,000 or 0.1% of net assets.

Additional information on each restricted holding is as follows:

Security	Acquisition Date	Acquisition Cost (000s)
Aspen Aerogels, Inc. 8% 6/1/14	6/1/11 - 12/31/12	$ 450
Mood Media Corp.	2/2/11	$ 275
Velti PLC	4/19/13	$ 289

(h) Amount is stated in United States dollars unless otherwise noted.

* Amount represents less than $1,000

Affiliated Central Funds

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

Fund	Income earned (Amounts in thousands)
Fidelity Cash Central Fund	$ 4
Fidelity Securities Lending Cash Central Fund	338
Total	$ 342

Other Information

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

Valuation Inputs at Reporting Date:
Description (Amounts in thousands)	Total	Level 1	Level 2	Level 3
Investments in Securities:
Equities:
Consumer Discretionary	$ 119,957	$ 118,955	$ 1,002	$ -
Consumer Staples	95,713	85,254	10,459	-
Energy	95,554	95,471	83	-
Financials	151,219	147,263	3,956	-
Health Care	128,705	119,695	9,010	-
Industrials	114,663	112,997	1,666	-
Information Technology	160,034	156,781	3,253	-
Materials	39,578	39,578	-	-
Telecommunication Services	10,257	8,190	2,067	-
Utilities	24,728	24,389	339	-
Corporate Bonds	5,812	-	5,362	450
Money Market Funds	10,994	10,994	-	-
Total Investments in Securities:	$ 957,214	$ 919,567	$ 37,197	$ 450

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

United States of America	80.7%
Canada	2.6%
United Kingdom	2.5%
Ireland	2.0%
Bermuda	1.5%
Switzerland	1.3%
Netherlands	1.2%
France	1.2%
Others (Individually Less Than 1%)	7.0%
	100.0%

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

Semiannual Report

Financial Statements

Statement of Assets and Liabilities

Amounts in thousands (except per-share amounts)	May 31, 2013 (Unaudited)
Assets
Investment in securities, at value (including securities loaned of $4,640) - See accompanying schedule: Unaffiliated issuers (cost $807,708)	$ 946,220
Fidelity Central Funds (cost $10,994)	10,994
Total Investments (cost $818,702)		$ 957,214
Cash		9
Foreign currency held at value (cost $9)		9
Receivable for investments sold Regular delivery		11,042
Delayed delivery		77
Receivable for fund shares sold		574
Dividends receivable		1,371
Interest receivable		145
Distributions receivable from Fidelity Central Funds		65
Other receivables		8
Total assets		970,514
Liabilities
Payable for investments purchased	$ 10,569
Payable for fund shares redeemed	1,171
Accrued management fee	295
Distribution and service plan fees payable	344
Other affiliated payables	205
Other payables and accrued expenses	85
Collateral on securities loaned, at value	5,010
Total liabilities		17,679
Net Assets		$ 952,835
Net Assets consist of:
Paid in capital		$ 861,015
Undistributed net investment income		514
Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions		(47,203)
Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies		138,509
Net Assets		$ 952,835

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

Semiannual Report

Financial Statements - continued

Statement of Assets and Liabilities - continued

Amounts in thousands (except per-share amounts)	May 31, 2013 (Unaudited)
Calculation of Maximum Offering Price  Class A: Net Asset Value and redemption price per share ($338,289 ÷ 22,166.1 shares)		$ 15.26
Maximum offering price per share (100/94.25 of $15.26)		$ 16.19
Class T: Net Asset Value and redemption price per share ($342,175 ÷ 22,504.4 shares)		$ 15.20
Maximum offering price per share (100/96.50 of $15.20)		$ 15.75
Class B: Net Asset Value and offering price per share ($15,201 ÷ 1,031.2 shares)A		$ 14.74
Class C: Net Asset Value and offering price per share ($140,187 ÷ 9,535.2 shares)A		$ 14.70
Institutional Class: Net Asset Value, offering price and redemption price per share ($116,983 ÷ 7,383.9 shares)		$ 15.84

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

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

Semiannual Report

Statement of Operations

Amounts in thousands Six months ended May 31, 2013 (Unaudited)
Investment Income
Dividends		$ 7,289
Interest		334
Income from Fidelity Central Funds		342
Total income		7,965
Expenses
Management fee Basic fee	$ 2,507
Performance adjustment	(624)
Transfer agent fees	1,059
Distribution and service plan fees	1,953
Accounting and security lending fees	154
Custodian fees and expenses	107
Independent trustees' compensation	3
Registration fees	72
Audit	32
Legal	2
Miscellaneous	5
Total expenses before reductions	5,270
Expense reductions	(99)	5,171
Net investment income (loss)		2,794
Realized and Unrealized Gain (Loss) Net realized gain (loss) on:
Investment securities:
Unaffiliated issuers	53,966
Foreign currency transactions	(23)
Total net realized gain (loss)		53,943
Change in net unrealized appreciation (depreciation) on: Investment securities	71,153
Assets and liabilities in foreign currencies	1
Total change in net unrealized appreciation (depreciation)		71,154
Net gain (loss)		125,097
Net increase (decrease) in net assets resulting from operations		$ 127,891

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

Semiannual Report

Financial Statements - continued

Statement of Changes in Net Assets

Amounts in thousands	Six months ended May 31, 2013 (Unaudited)	Year ended November 30, 2012
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$ 2,794	$ 3,116
Net realized gain (loss)	53,943	39,284
Change in net unrealized appreciation (depreciation)	71,154	84,266
Net increase (decrease) in net assets resulting from operations	127,891	126,666
Distributions to shareholders from net investment income	(5,093)	-
Share transactions - net increase (decrease)	(17,273)	(97,081)
Total increase (decrease) in net assets	105,525	29,585
Net Assets
Beginning of period	847,310	817,725
End of period (including undistributed net investment income of $514 and undistributed net investment income of $2,813, respectively)	$ 952,835	$ 847,310

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

Semiannual Report

Financial Highlights - Class A

	Six months ended May 31, 2013	Years ended November 30,
	(Unaudited)	2012	2011	2010	2009	2008
Selected Per-Share Data
Net asset value, beginning of period	$ 13.33	$ 11.45	$ 11.58	$ 9.95	$ 6.64	$ 13.75
Income from Investment Operations
Net investment income (loss) E	.06	.07	.02	.03 H	.04	.11
Net realized and unrealized gain (loss)	1.97	1.81	(.09)	1.66	3.41	(6.13)
Total from investment operations	2.03	1.88	(.07)	1.69	3.45	(6.02)
Distributions from net investment income	(.10)	-	-	(.02)	(.14)	(.10)
Distributions from net realized gain	-	-	(.06)	(.05)	-	(.99)
Total distributions	(.10)	-	(.06)	(.06) J	(.14)	(1.09)
Net asset value, end of period	$ 15.26	$ 13.33	$ 11.45	$ 11.58	$ 9.95	$ 6.64
Total Return B,C,D	15.36%	16.42%	(.63)%	17.09%	52.97%	(47.51)%
Ratios to Average Net Assets F,I
Expenses before reductions	1.00% A	1.21%	1.36%	1.36%	1.08%	1.08%
Expenses net of fee waivers, if any	1.00% A	1.21%	1.33%	1.25%	1.08%	1.08%
Expenses net of all reductions	.98% A	1.20%	1.33%	1.24%	1.08%	1.08%
Net investment income (loss)	.78% A	.53%	.16%	.24% H	.56%	1.02%
Supplemental Data
Net assets, end of period (in millions)	$ 338	$ 301	$ 295	$ 285	$ 240	$ 192
Portfolio turnover rate G	78% A	64%	68%	80%	88%	122%
AAnnualized BTotal returns for periods of less than one year are not annualized. CTotal returns would have been lower if certain expenses had not been reduced during the applicable periods shown. DTotal returns do not include the effect of the sales charges. ECalculated based on average shares outstanding during the period. FFees 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. GAmount does not include the portfolio activity of any underlying Fidelity Central Funds. HInvestment income per share reflects a large, non-recurring dividend which amounted to $.02 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been .10%. IExpense 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. JTotal distributions of $.06 per share is comprised of distributions from net investment income of $.018 and distributions from net realized gain of $.045 per share.

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

Semiannual Report

Financial Highlights - Class T

	Six months ended May 31, 2013	Years ended November 30,
	(Unaudited)	2012	2011	2010	2009	2008
Selected Per-Share Data
Net asset value, beginning of period	$ 13.26	$ 11.42	$ 11.55	$ 9.92	$ 6.60	$ 13.67
Income from Investment Operations
Net investment income (loss) E	.04	.04	(.01)	- H,J	.03	.09
Net realized and unrealized gain (loss)	1.97	1.80	(.09)	1.67	3.39	(6.11)
Total from investment operations	2.01	1.84	(.10)	1.67	3.42	(6.02)
Distributions from net investment income	(.07)	-	-	-	(.10)	(.06)
Distributions from net realized gain	-	-	(.03)	(.04)	-	(.99)
Total distributions	(.07)	-	(.03)	(.04)	(.10)	(1.05)
Net asset value, end of period	$ 15.20	$ 13.26	$ 11.42	$ 11.55	$ 9.92	$ 6.60
Total Return B,C,D	15.27%	16.11%	(.90)%	16.88%	52.60%	(47.66)%
Ratios to Average Net Assets F,I
Expenses before reductions	1.22% A	1.42%	1.57%	1.57%	1.31%	1.29%
Expenses net of fee waivers, if any	1.22% A	1.42%	1.55%	1.50%	1.31%	1.29%
Expenses net of all reductions	1.20% A	1.42%	1.54%	1.49%	1.30%	1.28%
Net investment income (loss)	.56% A	.32%	(.06)%	(.01)% H	.34%	.82%
Supplemental Data
Net assets, end of period (in millions)	$ 342	$ 304	$ 294	$ 322	$ 305	$ 263
Portfolio turnover rate G	78% A	64%	68%	80%	88%	122%
AAnnualized BTotal returns for periods of less than one year are not annualized. CTotal returns would have been lower if certain expenses had not been reduced during the applicable periods shown. DTotal returns do not include the effect of the sales charges. ECalculated based on average shares outstanding during the period. FFees 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. GAmount does not include the portfolio activity of any underlying Fidelity Central Funds. HInvestment income per share reflects a large, non-recurring dividend which amounted to $.02 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been (.15)%. IExpense 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. JAmount represents less than $.01 per share.

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

Semiannual Report

Financial Highlights - Class B

	Six months ended May 31, 2013	Years ended November 30,
	(Unaudited)	2012	2011	2010	2009	2008
Selected Per-Share Data
Net asset value, beginning of period	$ 12.82	$ 11.11	$ 11.26	$ 9.68	$ 6.42	$ 13.29
Income from Investment Operations
Net investment income (loss) E	-	(.03)	(.07)	(.05) H	(.01)	.03
Net realized and unrealized gain (loss)	1.92	1.74	(.08)	1.63	3.31	(5.94)
Total from investment operations	1.92	1.71	(.15)	1.58	3.30	(5.91)
Distributions from net investment income	-	-	-	-	(.04)	-
Distributions from net realized gain	-	-	-	-	-	(.96)
Total distributions	-	-	-	-	(.04)	(.96)
Net asset value, end of period	$ 14.74	$ 12.82	$ 11.11	$ 11.26	$ 9.68	$ 6.42
Total ReturnB,C,D	14.98%	15.39%	(1.33)%	16.32%	51.61%	(47.88)%
Ratios to Average Net AssetsF,I
Expenses before reductions	1.80% A	1.99%	2.14%	2.13%	1.81%	1.85%
Expenses net of fee waivers, if any	1.80% A	1.99%	2.09%	2.00%	1.81%	1.85%
Expenses net of all reductions	1.78% A	1.99%	2.09%	2.00%	1.80%	1.85%
Net investment income (loss)	(.02)% A	(.25)%	(.61)%	(.51)%H	(.17)%	.26%
Supplemental Data
Net assets, end of period (in millions)	$ 15	$ 17	$ 22	$ 43	$ 69	$ 75
Portfolio turnover rateG	78% A	64%	68%	80%	88%	122%
AAnnualized BTotal returns for periods of less than one year are not annualized. CTotal returns would have been lower if certain expenses had not been reduced during the applicable periods shown. DTotal returns do not include the effect of the contingent deferred sales charge. ECalculated based on average shares outstanding during the period. FFees 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. GAmount does not include the portfolio activity of any underlying Fidelity Central Funds. HInvestment income per share reflects a large, non-recurring dividend which amounted to $.02 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been (.66)%. IExpense 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.

Semiannual Report

Financial Highlights - Class C

	Six months ended May 31, 2013	Years ended November 30,
	(Unaudited)	2012	2011	2010	2009	2008
Selected Per-Share Data
Net asset value, beginning of period	$ 12.79	$ 11.07	$ 11.22	$ 9.65	$ 6.41	$ 13.30
Income from Investment Operations
Net investment income (loss) E	- J	(.02)	(.07)	(.05) H	(.01)	.03
Net realized and unrealized gain (loss)	1.91	1.74	(.08)	1.62	3.30	(5.94)
Total from investment operations	1.91	1.72	(.15)	1.57	3.29	(5.91)
Distributions from net investment income	- J	-	-	-	(.05)	-
Distributions from net realized gain	-	-	-	- J	-	(.98)
Total distributions	-	-	-	- J	(.05)	(.98)
Net asset value, end of period	$ 14.70	$ 12.79	$ 11.07	$ 11.22	$ 9.65	$ 6.41
Total Return B,C,D	14.97%	15.54%	(1.34)%	16.31%	51.79%	(47.93)%
Ratios to Average Net Assets F,I
Expenses before reductions	1.74% A	1.94%	2.08%	2.08%	1.81%	1.82%
Expenses net of fee waivers, if any	1.74% A	1.94%	2.06%	2.00%	1.81%	1.82%
Expenses net of all reductions	1.72% A	1.93%	2.05%	1.99%	1.81%	1.81%
Net investment income (loss)	.05% A	(.20)%	(.57)%	(.51)% H	(.17)%	.29%
Supplemental Data
Net assets, end of period (in millions)	$ 140	$ 123	$ 124	$ 129	$ 125	$ 103
Portfolio turnover rate G	78% A	64%	68%	80%	88%	122%
AAnnualized BTotal returns for periods of less than one year are not annualized. CTotal returns would have been lower if certain expenses had not been reduced during the applicable periods shown. DTotal returns do not include the effect of the contingent deferred sales charge. ECalculated based on average shares outstanding during the period. FFees 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. GAmount does not include the portfolio activity of any underlying Fidelity Central Funds. HInvestment income per share reflects a large, non-recurring dividend which amounted to $.02 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been (.65)%. IExpense 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. JAmount represents less than $.01 per share.

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

Semiannual Report

Financial Highlights - Institutional Class

	Six months ended May 31, 2013	Years ended November 30,
	(Unaudited)	2012	2011	2010	2009	2008
Selected Per-Share Data
Net asset value, beginning of period	$ 13.86	$ 11.88	$ 12.00	$ 10.31	$ 6.73	$ 13.92
Income from Investment Operations
Net investment income (loss) D	.08	.11	.06	.05 G	.08	.15
Net realized and unrealized gain (loss)	2.05	1.87	(.09)	1.74	3.52	(6.21)
Total from investment operations	2.13	1.98	(.03)	1.79	3.60	(6.06)
Distributions from net investment income	(.15)	-	(.02)	(.06)	(.02)	(.14)
Distributions from net realized gain	-	-	(.07)	(.04)	-	(.99)
Total distributions	(.15)	-	(.09)	(.10)	(.02)	(1.13)
Net asset value, end of period	$ 15.84	$ 13.86	$ 11.88	$ 12.00	$ 10.31	$ 6.73
Total Return B,C	15.53%	16.67%	(.33)%	17.47%	53.57%	(47.34)%
Ratios to Average Net Assets E,H
Expenses before reductions	.71% A	.91%	1.04%	1.03%	.70%	.76%
Expenses net of fee waivers, if any	.71% A	.91%	1.03%	1.00%	.70%	.76%
Expenses net of all reductions	.69% A	.90%	1.02%	.99%	.69%	.75%
Net investment income (loss)	1.07% A	.83%	.46%	.49% G	.94%	1.35%
Supplemental Data
Net assets, end of period (in millions)	$ 117	$ 103	$ 83	$ 73	$ 66	$ 55
Portfolio turnover rate F	78% A	64%	68%	80%	88%	122%
AAnnualized BTotal returns for periods of less than one year are not annualized. CTotal returns would have been lower if certain expenses had not been reduced during the applicable periods shown. DCalculated based on average shares outstanding during the period. EFees 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. FAmount does not include the portfolio activity of any underlying Fidelity Central Funds. GInvestment income per share reflects a large, non-recurring dividend which amounted to $.02 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been .35%. HExpense 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.

Semiannual Report

Notes to Financial Statements

For the period ended May 31, 2013 (Unaudited)

(Amounts in thousands except percentages)

1. Organization.

Fidelity Advisor® Dividend Growth Fund (the Fund) is a fund of Fidelity Advisor Series I (the Trust) and is authorized to issue an unlimited number of shares. The Trust is registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end management investment company organized as a Massachusetts business trust. The Fund offers Class A, Class T, Class C and Institutional Class shares, each of which, along with Class B shares, has equal rights as to assets and voting privileges. Class B shares are closed to new accounts and additional purchases, except for exchanges and reinvestments. Each class has exclusive voting rights with respect to matters that affect that class. Class B shares will automatically convert to Class A shares after a holding period of seven years from the initial date of purchase.

2. Investments in Fidelity Central Funds.

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

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

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 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:

Semiannual Report

3. Significant Accounting Policies - continued

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

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

Level 1 - quoted prices in active markets for identical investments

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

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

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

Equity securities, including restricted securities, for which market quotations are readily available, are valued at the last reported sale price or official closing price as reported by a third party pricing vendor on the primary market or exchange on which they are traded and are categorized as Level 1 in the hierarchy. In the event there were no sales during the day or closing prices are not available, securities are valued at the last quoted bid price or may be valued using the last available price and are generally categorized as Level 2 in the hierarchy. For foreign equity securities, when market or security specific events arise, comparisons to the valuation of American Depositary Receipts (ADRs), futures contracts, Exchange-Traded Funds (ETFs) and certain indexes as well as quoted prices for similar securities may be used and would be categorized as Level 2 in the hierarchy. Utilizing these techniques may result in transfers between Level 1 and Level 2. For restricted equity securities and private placements where observable inputs are limited, assumptions about market activity and risk are used and these securities are generally categorized as Level 3 in the hierarchy.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except percentages)

3. Significant Accounting Policies - continued

Investment Valuation - continued

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

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

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 May 31, 2013, 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

Semiannual Report

3. Significant Accounting Policies - continued

Investment Transactions and Income - continued

ex-dividend date may have passed, which are recorded as soon as the Fund is informed of the ex-dividend date. Non-cash dividends included in dividend income, if any, are recorded at the fair market value of the securities received. Distributions received on securities that represent a return of capital or capital gain are recorded as a reduction of cost of investments and/or as a realized gain. Subsequent to ex-dividend date the Fund determines the components of these distributions, based upon receipt of tax filings or other correspondence relating to the underlying investment. Interest income and distributions from the Fidelity Central Funds are accrued as earned. Interest income includes coupon interest and amortization of premium and accretion of discount on debt securities. Investment income is recorded net of foreign taxes withheld where recovery of such taxes is uncertain.

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

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

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

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except percentages)

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

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

Book-tax differences are primarily due to foreign currency transactions, passive foreign investment companies (PFIC), market discount, contingent interest, equity-debt classifications, partnerships, capital loss carryforwards and losses deferred due to wash sales and excise tax regulations.

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

Gross unrealized appreciation	$ 168,419
Gross unrealized depreciation	(35,068)
Net unrealized appreciation (depreciation) on securities and other investments	$ 133,351
Tax cost	$ 823,863

Capital loss carryforwards are only available to offset future capital gains of the Fund to the extent provided by regulations and may be limited. Under the Regulated Investment Company Modernization Act of 2010 (the Act), the Fund is permitted to carry forward capital losses incurred in taxable years beginning after December 22, 2010 for an unlimited period and such capital losses are required to be used prior to any losses that expire. The capital loss carryforward information presented below, including any applicable limitation, is estimated as of fiscal period end and is subject to adjustment.

Fiscal year of expiration
2017	$ (95,001)

Delayed Delivery Transactions and When-Issued Securities. During the period, the Fund transacted in securities on a delayed delivery or when-issued basis. Payment and delivery may take place after the customary settlement period for that security. The price of the underlying securities and the date when the securities will be delivered and paid for are fixed at the time the transaction is negotiated. The Fund may receive compensation for interest forgone in the purchase of a delayed delivery or when-issued security. With respect to purchase commitments, the Fund identifies securities as segregated in its records with a value at least equal to the amount of the commitment. Losses may arise due to changes in the value of the underlying securities or if the counterparty does not perform under the contract's terms, or if the issuer does not issue the securities due to political, economic, or other factors.

Semiannual Report

3. Significant Accounting Policies - continued

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. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $348,473 and $368,121, respectively.

5. Fees and Other Transactions with Affiliates.

Management Fee. FMR and its affiliates provide the Fund with investment management related services for which the Fund pays a monthly management fee. The management fee is the sum of an individual fund fee rate that is based on an annual rate of .30% of the Fund's average net assets and an annualized group fee rate that averaged .26% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by FMR. The group fee rate decreases as assets under management increase and increases as assets under management decrease. In addition, the management fee is subject to a performance adjustment (up to a maximum of ± .20% of the Fund's average net assets over a 36 month performance period). The upward or downward adjustment to the management fee is based on the relative investment performance of the Institutional Class of the Fund as compared to an appropriate benchmark index. For the period, the total annualized management fee rate, including the performance adjustment, was .42% of the Fund's average net assets.

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

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except percentages)

5. Fees and Other Transactions with Affiliates - continued

Distribution and Service Plan Fees - continued

	Distribution Fee	Service Fee	Total Fees	Retained by FDC
Class A	-%	.25%	$ 399	$ 2
Class T	.25%	.25%	809	3
Class B	.75%	.25%	81	60
Class C	.75%	.25%	664	47
			$ 1,953	$ 112

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	$ 38
Class T	12
Class B*	8
Class C*	2
	$ 60

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

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

Semiannual Report

5. Fees and Other Transactions with Affiliates - continued

Transfer Agent Fees - continued

shareholder reports, except proxy statements. For the period, transfer agent fees for each class were as follows:

	Amount	% of Average Net Assets*
Class A	$ 400	.25
Class T	357	.22
Class B	24	.30
Class C	159	.24
Institutional Class	119	.21
	$ 1,059

* Annualized

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

Brokerage Commissions. The Fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of the investment adviser. Brokerage commissions are included in net realized gain (loss) and change in net unrealized appreciation (depreciation) in the Statement of Operations. The commissions paid to these affiliated firms were $12 for the period.

6. Committed Line of Credit.

The Fund participates with other funds managed by FMR or an affiliate in a $4.25 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro-rata portion of the line of credit, which amounted to $1 and is reflected in Miscellaneous expenses on the Statement of Operations. During the period, there were no borrowings on this line of credit.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except percentages)

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 $338, including $1 from securities loaned to FCM.

8. Expense Reductions.

Many of the brokers with whom FMR places trades on behalf of the Fund provided services to the Fund in addition to trade execution. These services included payments of certain expenses on behalf of the Fund totaling $99 for the period.

9. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

	Six months ended May 31, 2013	Year ended November 30, 2012
From net investment income
Class A	$ 2,287	$ -
Class T	1,666	-
Class C	38	-
Institutional Class	1,102	-
Total	$ 5,093	$ -

Semiannual Report

10. Share Transactions.

Transactions for each class of shares were as follows:

	Shares		Dollars
	Six months ended May 31, 2013	Year ended November 30, 2012	Six months ended May 31, 2013	Year ended November 30, 2012
Class A
Shares sold	1,646	4,097	$ 23,629	$ 51,727
Reinvestment of distributions	152	-	2,006	-
Shares redeemed	(2,200)	(7,320)	(31,210)	(93,009)
Net increase (decrease)	(402)	(3,223)	$ (5,575)	$ (41,282)
Class T
Shares sold	2,514	4,903	$ 35,852	$ 61,627
Reinvestment of distributions	122	-	1,600	-
Shares redeemed	(3,058)	(7,690)	(43,510)	(96,565)
Net increase (decrease)	(422)	(2,787)	$ (6,058)	$ (34,938)
Class B
Shares sold	37	64	$ 519	$ 775
Reinvestment of distributions	-	-	-	-
Shares redeemed	(299)	(764)	(4,135)	(9,292)
Net increase (decrease)	(262)	(700)	$ (3,616)	$ (8,517)
Class C
Shares sold	672	1,124	$ 9,242	$ 13,734
Reinvestment of distributions	3	-	32	-
Shares redeemed	(781)	(2,672)	(10,773)	(32,129)
Net increase (decrease)	(106)	(1,548)	$ (1,499)	$ (18,395)
Institutional Class
Shares sold	699	2,225	$ 10,372	$ 29,308
Reinvestment of distributions	75	-	1,032	-
Shares redeemed	(794)	(1,777)	(11,929)	(23,257)
Net increase (decrease)	(20)	448	$ (525)	$ 6,051

11. Other.

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

Semiannual 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)

ADGF-USAN-0713
1.786779.110

(Fidelity Investment logo)(registered trademark)

Fidelity Advisor®

Equity Growth

Fund - Institutional Class

Semiannual Report

May 31, 2013

(Fidelity Cover Art)

Contents

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.

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.

All other marks appearing herein are registered or unregistered trademarks or service marks of FMR LLC or an affiliated company. © 2013 FMR LLC. All rights reserved.

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.

Semiannual Report

Shareholder Expense Example

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

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (December 1, 2012 to May 31, 2013).

Actual Expenses

The first line of the accompanying table for each class of the Fund provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000.00 (for example, an $8,600 account value divided by $1,000.00 = 8.6), then multiply the result by the number in the first line for a class of the Fund under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period. 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.

Semiannual Report

Shareholder Expense Example - continued

	Annualized Expense RatioB	Beginning Account Value December 1, 2012	Ending Account Value May 31, 2013	Expenses Paid During Period* December 1, 2012 to May 31, 2013
Class A	1.13%
Actual		$ 1,000.00	$ 1,126.10	$ 5.99
HypotheticalA		$ 1,000.00	$ 1,019.30	$ 5.69
Class T	1.30%
Actual		$ 1,000.00	$ 1,125.30	$ 6.89
HypotheticalA		$ 1,000.00	$ 1,018.45	$ 6.54
Class B	1.89%
Actual		$ 1,000.00	$ 1,121.70	$ 10.00
HypotheticalA		$ 1,000.00	$ 1,015.51	$ 9.50
Class C	1.85%
Actual		$ 1,000.00	$ 1,122.10	$ 9.79
HypotheticalA		$ 1,000.00	$ 1,015.71	$ 9.30
Institutional Class	.79%
Actual		$ 1,000.00	$ 1,128.10	$ 4.19
HypotheticalA		$ 1,000.00	$ 1,020.99	$ 3.98

^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 182/365 (to reflect the one-half year period).

Semiannual Report

Investment Changes (Unaudited)

Top Ten Stocks as of May 31, 2013
	% of fund's net assets	% of fund's net assets 6 months ago
Apple, Inc.	4.9	11.5
Express Scripts Holding Co.	3.5	3.0
Home Depot, Inc.	3.2	2.3
Google, Inc. Class A	2.7	1.8
Broadcom Corp. Class A	2.6	0.0
Harley-Davidson, Inc.	2.5	2.0
Green Mountain Coffee Roasters, Inc.	2.4	1.3
Gilead Sciences, Inc.	2.2	1.0
Facebook, Inc. Class A	2.2	2.1
Visa, Inc. Class A	2.2	2.2
	28.4
Top Five Market Sectors as of May 31, 2013
	% of fund's net assets	% of fund's net assets 6 months ago
Information Technology	27.0	31.3
Consumer Discretionary	20.8	19.0
Health Care	17.0	10.6
Consumer Staples	9.7	13.3
Industrials	7.7	7.6

Asset Allocation (% of fund's net assets)
As of May 31, 2013 *			As of November 30, 2012 **
	Stocks 98.3%			Stocks 97.9%
	Short-Term Investments and Net Other Assets (Liabilities) 1.7%			Short-Term Investments and Net Other Assets (Liabilities) 2.1%
* Foreign investments		11.2%	**Foreign investments		11.8%

Semiannual Report

Investments May 31, 2013 (Unaudited)

Showing Percentage of Net Assets

Common Stocks - 98.3%
	Shares		Value (000s)
CONSUMER DISCRETIONARY - 20.8%
Automobiles - 3.6%
Harley-Davidson, Inc.	1,550,754		$ 84,578
Tesla Motors, Inc. (a)(d)	391,531		38,276
			122,854
Diversified Consumer Services - 1.6%
Anhanguera Educacional Participacoes SA	3,328,500		20,374
H&R Block, Inc.	321,300		9,404
Kroton Educacional SA	1,752,000		25,113
			54,891
Hotels, Restaurants & Leisure - 4.3%
Bloomin' Brands, Inc.	124,900		2,905
Chipotle Mexican Grill, Inc. (a)	69,268		25,006
Dunkin' Brands Group, Inc.	485,336		19,219
Panera Bread Co. Class A (a)	109,037		20,917
Starbucks Corp.	806,401		50,860
Texas Roadhouse, Inc. Class A	300,960		7,118
Yum! Brands, Inc.	297,066		20,126
			146,151
Household Durables - 1.0%
D.R. Horton, Inc.	289,320		7,048
Ethan Allen Interiors, Inc. (d)	116,600		3,658
Mohawk Industries, Inc. (a)	166,562		18,517
Toll Brothers, Inc. (a)	92,800		3,171
			32,394
Internet & Catalog Retail - 1.1%
Amazon.com, Inc. (a)	118,029		31,753
TripAdvisor, Inc. (a)	55,597		3,585
			35,338
Media - 2.0%
Comcast Corp. Class A (special) (non-vtg.)	667,528		25,900
Discovery Communications, Inc. Class C (non-vtg.) (a)	340,031		23,792
Lions Gate Entertainment Corp. (a)(d)	638,162		18,379
			68,071
Multiline Retail - 0.6%
Dollarama, Inc.	306,545		21,505
Specialty Retail - 5.3%
GNC Holdings, Inc.	1,214,084		54,670
Home Depot, Inc.	1,340,050		105,408
Common Stocks - continued
	Shares		Value (000s)
CONSUMER DISCRETIONARY - continued
Specialty Retail - continued
TJX Companies, Inc.	267,682		$ 13,547
Williams-Sonoma, Inc.	74,070		3,997
			177,622
Textiles, Apparel & Luxury Goods - 1.3%
ECLAT Textile Co. Ltd.	1,078,000		7,716
Michael Kors Holdings Ltd. (a)	260,297		16,352
NIKE, Inc. Class B	288,504		17,789
			41,857
TOTAL CONSUMER DISCRETIONARY			700,683
CONSUMER STAPLES - 9.7%
Beverages - 1.6%
Remy Cointreau SA	17,100		1,982
SABMiller PLC	396,234		20,048
The Coca-Cola Co.	807,712		32,300
			54,330
Food & Staples Retailing - 1.3%
Costco Wholesale Corp.	176,700		19,379
Whole Foods Market, Inc.	473,382		24,550
			43,929
Food Products - 4.7%
Green Mountain Coffee Roasters, Inc. (a)(d)	1,121,291		82,000
Mead Johnson Nutrition Co. Class A	492,027		39,889
The Hershey Co.	401,259		35,756
			157,645
Personal Products - 0.9%
Herbalife Ltd.	692,770		32,332
Tobacco - 1.2%
British American Tobacco PLC sponsored ADR	153,100		16,806
Philip Morris International, Inc.	251,819		22,893
			39,699
TOTAL CONSUMER STAPLES			327,935
ENERGY - 4.6%
Energy Equipment & Services - 2.2%
Cameron International Corp. (a)	535,492		32,595
Common Stocks - continued
	Shares		Value (000s)
ENERGY - continued
Energy Equipment & Services - continued
Dril-Quip, Inc. (a)	134,988		$ 12,210
Oceaneering International, Inc.	398,877		28,911
			73,716
Oil, Gas & Consumable Fuels - 2.4%
Bonanza Creek Energy, Inc. (a)	601,743		22,355
Cobalt International Energy, Inc. (a)	433,609		11,248
Kosmos Energy Ltd. (a)	1,304,506		13,463
Markwest Energy Partners LP	198,840		13,092
Noble Energy, Inc.	142,800		8,232
Pioneer Natural Resources Co.	87,602		12,149
			80,539
TOTAL ENERGY			154,255
FINANCIALS - 4.5%
Capital Markets - 2.0%
BlackRock, Inc. Class A	76,800		21,443
Harvest Capital Credit Corp.	134,600		2,039
Invesco Ltd.	1,212,121		40,897
Virtus Investment Partners, Inc. (a)	17,600		4,081
			68,460
Commercial Banks - 0.2%
First Republic Bank	143,600		5,336
HDFC Bank Ltd. sponsored ADR	83,900		3,376
			8,712
Consumer Finance - 0.2%
Mahindra & Mahindra Financial Services Ltd.	1,273,305		5,680
Insurance - 0.3%
Berkshire Hathaway, Inc. Class B (a)	77,400		8,829
Real Estate Investment Trusts - 1.0%
American Tower Corp.	421,182		32,785
Real Estate Management & Development - 0.8%
CBRE Group, Inc. (a)	546,539		12,669
Realogy Holdings Corp.	301,715		15,581
			28,250
TOTAL FINANCIALS			152,716
Common Stocks - continued
	Shares		Value (000s)
HEALTH CARE - 17.0%
Biotechnology - 8.8%
Acorda Therapeutics, Inc. (a)	113,157		$ 3,785
Amgen, Inc.	425,541		42,780
Biogen Idec, Inc. (a)	280,399		66,592
BioMarin Pharmaceutical, Inc. (a)	568,721		35,659
Biovitrum AB (a)	1,285,413		7,996
Cytokinetics, Inc. (a)	1,427,700		1,713
Cytokinetics, Inc. warrants 6/25/17 (a)	856,620		183
Gilead Sciences, Inc. (a)	1,389,716		75,712
Kamada (a)	321,900		3,251
Onyx Pharmaceuticals, Inc. (a)	190,454		18,179
Regeneron Pharmaceuticals, Inc. (a)	62,875		15,208
Theravance, Inc. (a)	227,639		7,976
Thrombogenics NV (a)(d)	108,971		4,550
Vertex Pharmaceuticals, Inc. (a)	183,095		14,704
			298,288
Health Care Equipment & Supplies - 0.5%
The Cooper Companies, Inc.	154,793		17,493
Health Care Providers & Services - 4.1%
Apollo Hospitals Enterprise Ltd.	392,573		6,978
BioScrip, Inc. (a)	421,705		5,895
Express Scripts Holding Co. (a)	1,894,314		117,675
Qualicorp SA (a)	806,600		7,137
			137,685
Health Care Technology - 0.6%
Cerner Corp. (a)	191,120		18,783
Life Sciences Tools & Services - 0.3%
Illumina, Inc. (a)	158,493		11,145
Pharmaceuticals - 2.7%
Actavis, Inc. (a)	95,800		11,811
Cadence Pharmaceuticals, Inc. (a)	762,800		5,073
Endo Health Solutions, Inc. (a)	159,210		5,779
Novo Nordisk A/S Series B	110,397		17,893
Pacira Pharmaceuticals, Inc. (a)	268,360		7,863
Valeant Pharmaceuticals International, Inc. (Canada) (a)	451,552		41,547
			89,966
TOTAL HEALTH CARE			573,360
Common Stocks - continued
	Shares		Value (000s)
INDUSTRIALS - 7.7%
Aerospace & Defense - 2.5%
Textron, Inc.	502,169		$ 13,538
TransDigm Group, Inc.	161,726		23,628
United Technologies Corp.	478,937		45,451
			82,617
Airlines - 0.0%
Ryanair Holdings PLC sponsored ADR	11,600		567
Building Products - 0.0%
Ply Gem Holdings, Inc.	13,800		319
Construction & Engineering - 0.3%
EMCOR Group, Inc.	207,288		8,240
Electrical Equipment - 2.0%
AMETEK, Inc.	359,955		15,532
Generac Holdings, Inc.	91,991		3,726
Hubbell, Inc. Class B	140,610		14,121
Roper Industries, Inc.	276,677		34,369
			67,748
Industrial Conglomerates - 1.0%
Danaher Corp.	565,421		34,954
Machinery - 0.5%
Graco, Inc.	42,122		2,715
Haitian International Holdings Ltd.	220,000		380
Manitowoc Co., Inc.	629,400		13,224
			16,319
Professional Services - 1.0%
Equifax, Inc.	235,816		14,361
Verisk Analytics, Inc. (a)	340,929		20,053
			34,414
Trading Companies & Distributors - 0.4%
Beacon Roofing Supply, Inc. (a)	349,763		14,417
TOTAL INDUSTRIALS			259,595
INFORMATION TECHNOLOGY - 27.0%
Communications Equipment - 1.4%
QUALCOMM, Inc.	763,323		48,456
Computers & Peripherals - 6.7%
Apple, Inc.	364,728		164,007
SanDisk Corp. (a)	1,053,511		62,178
			226,185
Common Stocks - continued
	Shares		Value (000s)
INFORMATION TECHNOLOGY - continued
Electronic Equipment & Components - 0.0%
Neonode, Inc. (a)(d)	161,761		$ 878
Internet Software & Services - 7.3%
Blucora, Inc. (a)	640,849		11,695
CoStar Group, Inc. (a)	64,422		7,203
eBay, Inc. (a)	296,806		16,057
Facebook, Inc. Class A	3,058,655		74,478
Google, Inc. Class A (a)	105,546		91,868
LinkedIn Corp. (a)	40,731		6,824
MercadoLibre, Inc. (d)	110,990		12,722
SciQuest, Inc. (a)	170,630		3,916
SPS Commerce, Inc. (a)	323,277		17,447
Web.com Group, Inc. (a)	9,812		206
Xoom Corp.	40,500		754
Yahoo!, Inc. (a)	170,079		4,473
			247,643
IT Services - 2.7%
FleetCor Technologies, Inc. (a)	201,600		17,555
Visa, Inc. Class A	415,483		74,014
			91,569
Semiconductors & Semiconductor Equipment - 4.5%
ASML Holding NV (d)	154,600		12,564
Avago Technologies Ltd.	146,303		5,517
Broadcom Corp. Class A	2,456,538		88,214
Micron Technology, Inc. (a)	3,732,448		43,595
			149,890
Software - 4.4%
ANSYS, Inc. (a)	96,140		7,162
Citrix Systems, Inc. (a)	260,941		16,792
Computer Modelling Group Ltd.	453,200		10,133
FleetMatics Group PLC	236,800		7,045
Infoblox, Inc. (a)	77,440		1,884
salesforce.com, Inc. (a)	1,193,092		50,504
SolarWinds, Inc. (a)	891,098		37,560
Tableau Software, Inc.	87,200		4,456
VMware, Inc. Class A (a)	125,256		8,908
Workday, Inc. Class A	52,200		3,353
			147,797
TOTAL INFORMATION TECHNOLOGY			912,418
Common Stocks - continued
	Shares		Value (000s)
MATERIALS - 5.2%
Chemicals - 3.6%
FMC Corp.	325,637		$ 20,421
LyondellBasell Industries NV Class A	150,445		10,027
Monsanto Co.	655,097		65,929
Sherwin-Williams Co.	131,545		24,800
			121,177
Construction Materials - 1.2%
Eagle Materials, Inc.	173,488		12,795
James Hardie Industries PLC sponsored ADR	172,873		7,978
Vulcan Materials Co.	392,923		21,053
			41,826
Paper & Forest Products - 0.4%
Canfor Corp. (a)	256,300		4,297
Norbord, Inc. (d)	268,500		8,785
			13,082
TOTAL MATERIALS			176,085
TELECOMMUNICATION SERVICES - 0.7%
Wireless Telecommunication Services - 0.7%
SBA Communications Corp. Class A (a)	329,888		24,831
UTILITIES - 1.1%
Electric Utilities - 1.1%
ITC Holdings Corp.	432,300		37,424
TOTAL COMMON STOCKS (Cost $2,599,658)		3,319,302
Money Market Funds - 4.9%
	Shares		Value (000s)
Fidelity Cash Central Fund, 0.12% (b)	69,986,764		$ 69,987
Fidelity Securities Lending Cash Central Fund, 0.12% (b)(c)	96,597,675		96,598
TOTAL MONEY MARKET FUNDS (Cost $166,585)		166,585
TOTAL INVESTMENT PORTFOLIO - 103.2% (Cost $2,766,243)			3,485,887
NET OTHER ASSETS (LIABILITIES) - (3.2)%			(107,817)
NET ASSETS - 100%		$ 3,378,070

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 are available on the SEC's website or upon request.

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

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

Affiliated Central Funds

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

Fund	Income earned (Amounts in thousands)
Fidelity Cash Central Fund	$ 56
Fidelity Securities Lending Cash Central Fund	314
Total	$ 370

Other Information

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

Valuation Inputs at Reporting Date:
Description (Amounts in thousands)	Total	Level 1	Level 2	Level 3
Investments in Securities:
Equities:
Consumer Discretionary	$ 700,683	$ 692,967	$ 7,716	$ -
Consumer Staples	327,935	327,935	-	-
Energy	154,255	154,255	-	-
Financials	152,716	147,036	5,680	-
Health Care	573,360	548,306	25,054	-
Industrials	259,595	259,215	380	-
Information Technology	912,418	912,418	-	-
Materials	176,085	176,085	-	-
Telecommunication Services	24,831	24,831	-	-
Utilities	37,424	37,424	-	-
Money Market Funds	166,585	166,585	-	-
Total Investments in Securities:	$ 3,485,887	$ 3,447,057	$ 38,830	$ -

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

United States of America	88.8%
Canada	3.0%
Bermuda	1.6%
Brazil	1.5%
United Kingdom	1.1%
Others (Individually Less Than 1%)	4.0%
	100.0%

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

Semiannual Report

Financial Statements

Statement of Assets and Liabilities

Amounts in thousands (except per-share amounts)	May 31, 2013 (Unaudited)
Assets
Investment in securities, at value (including securities loaned of $91,004) - See accompanying schedule: Unaffiliated issuers (cost $2,599,658)	$ 3,319,302
Fidelity Central Funds (cost $166,585)	166,585
Total Investments (cost $2,766,243)		$ 3,485,887
Cash		136
Receivable for investments sold		17,986
Receivable for fund shares sold		1,199
Dividends receivable		2,527
Distributions receivable from Fidelity Central Funds		95
Prepaid expenses		1
Other receivables		166
Total assets		3,507,997
Liabilities
Payable for investments purchased	$ 27,521
Payable for fund shares redeemed	2,592
Accrued management fee	1,573
Distribution and service plan fees payable	770
Other affiliated payables	673
Other payables and accrued expenses	200
Collateral on securities loaned, at value	96,598
Total liabilities		129,927
Net Assets		$ 3,378,070
Net Assets consist of:
Paid in capital		$ 3,507,789
Accumulated net investment loss		(2,059)
Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions		(847,289)
Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies		719,629
Net Assets		$ 3,378,070

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

Semiannual Report

Financial Statements - continued

Statement of Assets and Liabilities - continued

Amounts in thousands (except per-share amounts)	May 31, 2013 (Unaudited)
Calculation of Maximum Offering Price Class A: Net Asset Value and redemption price per share ($693,061 ÷ 9,963.20 shares)		$ 69.56
Maximum offering price per share (100/94.25 of $69.56)		$ 73.80
Class T: Net Asset Value and redemption price per share ($1,166,959 ÷ 16,876.98 shares)		$ 69.15
Maximum offering price per share (100/96.50 of $69.15)		$ 71.66
Class B: Net Asset Value and offering price per share ($23,563 ÷ 379.41 shares)A		$ 62.10
Class C: Net Asset Value and offering price per share ($138,548 ÷ 2,194.33 shares)A		$ 63.14
Institutional Class: Net Asset Value, offering price and redemption price per share ($1,355,939 ÷ 18,290.56 shares)		$ 74.13

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

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

Semiannual Report

Statement of Operations

Amounts in thousands	Six months ended May 31, 2013 (Unaudited)
Investment Income
Dividends		$ 18,407
Income from Fidelity Central Funds		370
Total income		18,777
Expenses
Management fee	$ 8,900
Transfer agent fees	3,478
Distribution and service plan fees	4,421
Accounting and security lending fees	476
Custodian fees and expenses	62
Independent trustees' compensation	10
Registration fees	60
Audit	32
Legal	8
Miscellaneous	16
Total expenses before reductions	17,463
Expense reductions	(348)	17,115
Net investment income (loss)		1,662
Realized and Unrealized Gain (Loss) Net realized gain (loss) on:
Investment securities:
Unaffiliated issuers	230,334
Foreign currency transactions	(56)
Total net realized gain (loss)		230,278
Change in net unrealized appreciation (depreciation) on: Investment securities	154,563
Assets and liabilities in foreign currencies	(11)
Total change in net unrealized appreciation (depreciation)		154,552
Net gain (loss)		384,830
Net increase (decrease) in net assets resulting from operations		$ 386,492

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

Semiannual Report

Financial Statements - continued

Statement of Changes in Net Assets

Amounts in thousands	Six months ended May 31, 2013 (Unaudited)	Year ended November 30, 2012
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$ 1,662	$ 1,561
Net realized gain (loss)	230,278	91,215
Change in net unrealized appreciation (depreciation)	154,552	277,882
Net increase (decrease) in net assets resulting from operations	386,492	370,658
Distributions to shareholders from net investment income	(3,311)	-
Distributions to shareholders from net realized gain	-	(6,141)
Total distributions	(3,311)	(6,141)
Share transactions - net increase (decrease)	33,302	(218,428)
Total increase (decrease) in net assets	416,483	146,089
Net Assets
Beginning of period	2,961,587	2,815,498
End of period (including accumulated net investment loss of $2,059 and accumulated net investment loss of $410, respectively)	$ 3,378,070	$ 2,961,587

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

Semiannual Report

Financial Highlights - Class A

	Six months ended May 31, 2013	Years ended November 30,
	(Unaudited)	2012	2011	2010	2009	2008
Selected Per-Share Data
Net asset value, beginning of period	$ 61.77	$ 54.56	$ 50.75	$ 42.07	$ 34.36	$ 64.24
Income from Investment Operations
Net investment income (loss) E	.02	.02	(.04)	(.14)	(.01)	.11
Net realized and unrealized gain (loss)	7.77	7.30	3.90	8.82	7.79	(29.99)
Total from investment operations	7.79	7.32	3.86	8.68	7.78	(29.88)
Distributions from net investment income	-	-	-	-	(.06)	-
Distributions from net realized gain	-	(.11)	(.05)	-	(.02)	-
Total distributions	-	(.11)	(.05)	-	(.07) I	-
Net asset value, end of period	$ 69.56	$ 61.77	$ 54.56	$ 50.75	$ 42.07	$ 34.36
Total Return B, C, D	12.61%	13.45%	7.61%	20.63%	22.71%	(46.51)%
Ratios to Average Net Assets F, H
Expenses before reductions	1.13% A	1.14%	1.15%	1.16%	1.19%	1.16%
Expenses net of fee waivers, if any	1.13% A	1.14%	1.15%	1.16%	1.19%	1.16%
Expenses net of all reductions	1.11% A	1.14%	1.14%	1.15%	1.18%	1.15%
Net investment income (loss)	.06% A	.04%	(.08)%	(.31)%	(.04)%	.21%
Supplemental Data
Net assets, end of period (in millions)	$ 693	$ 632	$ 609	$ 636	$ 640	$ 628
Portfolio turnover rate G	76% A	73%	70%	71%	135%	164%

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

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

^F 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.

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

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

^I Total distributions of $.07 per share is comprised of distributions from net investment income of $.059 and distributions from net realized gain of $.015 per share.

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

Semiannual Report

Financial Highlights - Class T

	Six months ended May 31, 2013	Years ended November 30,
	(Unaudited)	2012	2011	2010	2009	2008
Selected Per-Share Data
Net asset value, beginning of period	$ 61.45	$ 54.26	$ 50.51	$ 41.94	$ 34.25	$ 64.15
Income from Investment Operations
Net investment income (loss) E	(.03)	(.08)	(.14)	(.22)	(.09)	.02
Net realized and unrealized gain (loss)	7.73	7.27	3.89	8.79	7.78	(29.92)
Total from investment operations	7.70	7.19	3.75	8.57	7.69	(29.90)
Net asset value, end of period	$ 69.15	$ 61.45	$ 54.26	$ 50.51	$ 41.94	$ 34.25
Total Return B, C, D	12.53%	13.25%	7.42%	20.43%	22.45%	(46.61)%
Ratios to Average Net Assets F, H
Expenses before reductions	1.30% A	1.31%	1.32%	1.34%	1.39%	1.33%
Expenses net of fee waivers, if any	1.30% A	1.31%	1.32%	1.34%	1.39%	1.33%
Expenses net of all reductions	1.28% A	1.31%	1.31%	1.33%	1.39%	1.32%
Net investment income (loss)	(.11)% A	(.13)%	(.25)%	(.48)%	(.24)%	.04%
Supplemental Data
Net assets, end of period (in millions)	$ 1,167	$ 1,108	$ 1,139	$ 1,246	$ 1,268	$ 1,274
Portfolio turnover rate G	76% A	73%	70%	71%	135%	164%

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

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

^F 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.

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

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

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

Semiannual Report

Financial Highlights - Class B

	Six months ended May 31, 2013	Years ended November 30,
	(Unaudited)	2012	2011	2010	2009	2008
Selected Per-Share Data
Net asset value, beginning of period	$ 55.36	$ 49.17	$ 46.04	$ 38.45	$ 31.57	$ 59.47
Income from Investment Operations
Net investment income (loss) E	(.20)	(.39)	(.42)	(.44)	(.26)	(.28)
Net realized and unrealized gain (loss)	6.94	6.58	3.55	8.03	7.14	(27.62)
Total from investment operations	6.74	6.19	3.13	7.59	6.88	(27.90)
Net asset value, end of period	$ 62.10	$ 55.36	$ 49.17	$ 46.04	$ 38.45	$ 31.57
Total Return B, C, D	12.17%	12.59%	6.80%	19.74%	21.79%	(46.91)%
Ratios to Average Net Assets F, H
Expenses before reductions	1.89% A	1.90%	1.90%	1.91%	1.94%	1.91%
Expenses net of fee waivers, if any	1.89% A	1.90%	1.90%	1.91%	1.94%	1.91%
Expenses net of all reductions	1.87% A	1.90%	1.90%	1.91%	1.93%	1.90%
Net investment income (loss)	(.70)% A	(.72)%	(.83)%	(1.06)%	(.79)%	(.54)%
Supplemental Data
Net assets, end of period (in millions)	$ 24	$ 26	$ 35	$ 54	$ 70	$ 91
Portfolio turnover rate G	76% A	73%	70%	71%	135%	164%

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

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

^F Fees and expenses of 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.

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

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

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

Semiannual Report

Financial Highlights - Class C

	Six months ended May 31, 2013	Years ended November 30,
	(Unaudited)	2012	2011	2010	2009	2008
Selected Per-Share Data
Net asset value, beginning of period	$ 56.27	$ 49.96	$ 46.77	$ 39.05	$ 32.06	$ 60.41
Income from Investment Operations
Net investment income (loss) E	(.19)	(.37)	(.41)	(.44)	(.26)	(.27)
Net realized and unrealized gain (loss)	7.06	6.68	3.60	8.16	7.25	(28.08)
Total from investment operations	6.87	6.31	3.19	7.72	6.99	(28.35)
Net asset value, end of period	$ 63.14	$ 56.27	$ 49.96	$ 46.77	$ 39.05	$ 32.06
Total Return B, C, D	12.21%	12.63%	6.82%	19.77%	21.80%	(46.93)%
Ratios to Average Net Assets F, H
Expenses before reductions	1.85% A	1.86%	1.88%	1.90%	1.94%	1.90%
Expenses net of fee waivers, if any	1.85% A	1.86%	1.88%	1.90%	1.94%	1.90%
Expenses net of all reductions	1.83% A	1.86%	1.87%	1.90%	1.93%	1.89%
Net investment income (loss)	(.66)% A	(.68)%	(.81)%	(1.05)%	(.79)%	(.53)%
Supplemental Data
Net assets, end of period (in millions)	$ 139	$ 133	$ 136	$ 143	$ 142	$ 141
Portfolio turnover rate G	76% A	73%	70%	71%	135%	164%

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

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

^F Fees and expenses of 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.

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

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

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

Semiannual Report

Financial Highlights - Institutional Class

	Six months ended May 31, 2013	Years ended November 30,
	(Unaudited)	2012	2011	2010	2009	2008
Selected Per-Share Data
Net asset value, beginning of period	$ 65.92	$ 58.24	$ 54.14	$ 44.71	$ 36.61	$ 68.21
Income from Investment Operations
Net investment income (loss) D	.14	.25	.16	.02	.12	.32
Net realized and unrealized gain (loss)	8.27	7.75	4.16	9.41	8.27	(31.92)
Total from investment operations	8.41	8.00	4.32	9.43	8.39	(31.60)
Distributions from net investment income	(.20)	-	-	-	(.27)	-
Distributions from net realized gain	-	(.32)	(.22)	-	(.02)	-
Total distributions	(.20)	(.32)	(.22)	-	(.29) H	-
Net asset value, end of period	$ 74.13	$ 65.92	$ 58.24	$ 54.14	$ 44.71	$ 36.61
Total Return B, C	12.81%	13.83%	7.99%	21.09%	23.11%	(46.33)%
Ratios to Average Net Assets E, G
Expenses before reductions	.79% A	.80%	.80%	.80%	.85%	.80%
Expenses net of fee waivers, if any	.79% A	.80%	.80%	.80%	.85%	.80%
Expenses net of all reductions	.76% A	.79%	.79%	.80%	.84%	.79%
Net investment income (loss)	.41% A	.39%	.27%	.05%	.30%	.57%
Supplemental Data
Net assets, end of period (in millions)	$ 1,356	$ 1,063	$ 897	$ 973	$ 983	$ 934
Portfolio turnover rate F	76% A	73%	70%	71%	135%	164%

^A Annualized

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

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

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

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

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

^G 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 $.29 per share is comprised of distributions from net investment income of $.274 and distributions from net realized gain of $.015 per share.

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

Semiannual Report

Notes to Financial Statements

For the period ended May 31, 2013 (Unaudited)

(Amounts in thousands except percentages)

1. Organization.

Fidelity Advisor® Equity Growth Fund (the Fund) is a fund of Fidelity Advisor Series I (the Trust) and is authorized to issue an unlimited number of shares. The Trust is registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end management investment company organized as a Massachusetts business trust. The Fund offers Class A, Class T, Class C, and Institutional Class shares, each of which, along with Class B shares, has equal rights as to assets and voting privileges. Class B shares are closed to new accounts and additional purchases, except for exchanges and reinvestments. Each class has exclusive voting rights with respect to matters that affect that class. Class B shares will automatically convert to Class A shares after a holding period of seven years from the initial date of purchase.

2. Investments in Fidelity Central Funds.

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

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

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 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:

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except percentages)

3. Significant Accounting Policies - continued

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

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

Level 1 - quoted prices in active markets for identical investments

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

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

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

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

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

Semiannual Report

3. Significant Accounting Policies - continued

Investment Valuation - continued

Changes in valuation techniques may result in transfers in or out of an assigned level within the disclosure hierarchy. The aggregate value of investments by input level, as of May 31, 2013, 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. Distributions received on securities that represent a return of capital or capital gain are recorded as a reduction of cost of investments and/or as a realized gain. Subsequent to ex-dividend date the Fund determines the components of these distributions, based upon receipt of tax filings or other correspondence relating to the underlying investment. Interest income and distributions from the Fidelity Central Funds are accrued as earned. Interest income includes coupon interest and amortization of premium and accretion of discount on debt securities. Investment income is recorded net of foreign taxes withheld where recovery of such taxes is uncertain.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except percentages)

3. Significant Accounting Policies - continued

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

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 income taxes is required. The Fund files a U.S. federal tax return, in addition to state and local tax returns as required. A fund's federal income tax returns are subject to examination by the Internal Revenue Service (IRS) for a period of three fiscal years after they are filed. State and local tax returns may be subject to examination for an additional fiscal year depending on the jurisdiction. Foreign taxes are provided for based on the Fund's understanding of the tax rules and rates that exist in the foreign markets in which it invests.

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

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

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

Semiannual Report

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

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

Gross unrealized appreciation	$ 740,652
Gross unrealized depreciation	(28,279)
Net unrealized appreciation (depreciation) on securities and other investments	$ 712,373
Tax cost	$ 2,773,514

Capital loss carryforwards are only available to offset future capital gains of the Fund to the extent provided by regulations and may be limited. Under the Regulated Investment Company Modernization Act of 2010 (the Act), the Fund is permitted to carry forward capital losses incurred in taxable years beginning after December 22, 2010 for an unlimited period and such capital losses are required to be used prior to any losses that expire. The capital loss carryforward information presented below, including any applicable limitation, is estimated as of fiscal period end and is subject to adjustment.

Fiscal year of expiration
2016	$ (186,661)
2017	(858,583)
Total capital loss carryforward	$ (1,045,244)

4. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $1,221,474 and $1,186,286, respectively.

5. Fees and Other Transactions with Affiliates.

Management Fee. FMR and its affiliates provide the Fund with investment management related services for which the Fund pays a monthly management fee. The management fee is the sum of an individual fund fee rate that is based on an annual rate of .30% of the Fund's average net assets and an annualized group fee rate that averaged .26% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by FMR. The group fee rate decreases as assets under management increase and increases as assets under management decrease. For the period, the total annualized management fee rate was .55% of the Fund's average net assets.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except percentages)

5. Fees and Other Transactions with Affiliates - continued

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

	Distribution Fee	Service Fee	Total Fees	Retained by FDC
Class A	-%	.25%	$ 814	$ 3
Class T	.25%	.25%	2,811	7
Class B	.75%	.25%	124	93
Class C	.75%	.25%	672	24
			$ 4,421	$ 127

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	$ 32
Class T	14
Class B*	11
Class C*	4
	$ 61

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

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

Semiannual Report

5. Fees and Other Transactions with Affiliates - continued

Transfer Agent Fees - continued

shareholder reports, except proxy statements. For the period, transfer agent fees for each class were as follows:

	Amount	% of Average Net Assets*
Class A	$ 921	.28
Class T	1,143	.20
Class B	37	.30
Class C	171	.25
Institutional Class	1,206	.19
	$ 3,478

* Annualized

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

Brokerage Commissions. The Fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of the investment adviser. Brokerage commissions are included in net realized gain (loss) and change in net unrealized appreciation (depreciation) in the Statement of Operations. The commissions paid to these affiliated firms were $18 for the period.

6. Committed Line of Credit.

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

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except percentages)

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 $314, including $4 from securities loaned to FCM.

8. Expense Reductions.

Many of the brokers with whom FMR places trades on behalf of the Fund provided services to the Fund in addition to trade execution. These services included payments of certain expenses on behalf of the Fund totaling $348 for the period.

9. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

	Six months ended May 31, 2013	Year ended November 30, 2012
From net investment income
Institutional Class	$ 3,311	$ -
From net realized gain
Class A	$ -	$ 1,215
Institutional Class	-	4,926
Total	$ -	$ 6,141

Semiannual Report

10. Share Transactions.

Transactions for each class of shares were as follows:

	Shares		Dollars
	Six months ended May 31, 2013	Year ended November 30, 2012	Six months ended May 31, 2013	Year ended November 30, 2012
Class A
Shares sold	713	1,382	$ 46,940	$ 82,422
Reinvestment of distributions	-	21	-	1,098
Shares redeemed	(975)	(2,338)	(63,146)	(138,919)
Net increase (decrease)	(262)	(935)	$ (16,206)	$ (55,399)
Class T
Shares sold	913	2,021	$ 58,909	$ 120,048
Shares redeemed	(2,061)	(4,996)	(132,659)	(296,134)
Net increase (decrease)	(1,148)	(2,975)	$ (73,750)	$ (176,086)
Class B
Shares sold	4	5	$ 261	$ 239
Shares redeemed	(100)	(239)	(5,784)	(12,835)
Net increase (decrease)	(96)	(234)	$ (5,523)	$ (12,596)
Class C
Shares sold	71	154	$ 4,178	$ 8,368
Shares redeemed	(242)	(504)	(14,205)	(27,593)
Net increase (decrease)	(171)	(350)	$ (10,027)	$ (19,225)
Institutional Class
Shares sold	3,604	4,266	$ 239,519	$ 270,700
Reinvestment of distributions	50	86	3,246	4,818
Shares redeemed	(1,488)	(3,622)	(103,957)	(230,640)
Net increase (decrease)	2,166	730	$ 138,808	$ 44,878

11. Other.

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

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

Semiannual 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

JPMorgan Chase Bank

New York, NY

(Fidelity Investment logo)(registered trademark)

EPGI-USAN-0713
1.786784.110

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

Equity Growth

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

Semiannual Report

May 31, 2013

(Fidelity Cover Art)

Contents

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.

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.

All other marks appearing herein are registered or unregistered trademarks or service marks of FMR LLC or an affiliated company. © 2013 FMR LLC. All rights reserved.

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.

Semiannual Report

Shareholder Expense Example

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

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (December 1, 2012 to May 31, 2013).

Actual Expenses

The first line of the accompanying table for each class of the Fund provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000.00 (for example, an $8,600 account value divided by $1,000.00 = 8.6), then multiply the result by the number in the first line for a class of the Fund under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period. 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.

Semiannual Report

Shareholder Expense Example - continued

	Annualized Expense RatioB	Beginning Account Value December 1, 2012	Ending Account Value May 31, 2013	Expenses Paid During Period* December 1, 2012 to May 31, 2013
Class A	1.13%
Actual		$ 1,000.00	$ 1,126.10	$ 5.99
HypotheticalA		$ 1,000.00	$ 1,019.30	$ 5.69
Class T	1.30%
Actual		$ 1,000.00	$ 1,125.30	$ 6.89
HypotheticalA		$ 1,000.00	$ 1,018.45	$ 6.54
Class B	1.89%
Actual		$ 1,000.00	$ 1,121.70	$ 10.00
HypotheticalA		$ 1,000.00	$ 1,015.51	$ 9.50
Class C	1.85%
Actual		$ 1,000.00	$ 1,122.10	$ 9.79
HypotheticalA		$ 1,000.00	$ 1,015.71	$ 9.30
Institutional Class	.79%
Actual		$ 1,000.00	$ 1,128.10	$ 4.19
HypotheticalA		$ 1,000.00	$ 1,020.99	$ 3.98

^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 182/365 (to reflect the one-half year period).

Semiannual Report

Investment Changes (Unaudited)

Top Ten Stocks as of May 31, 2013
	% of fund's net assets	% of fund's net assets 6 months ago
Apple, Inc.	4.9	11.5
Express Scripts Holding Co.	3.5	3.0
Home Depot, Inc.	3.2	2.3
Google, Inc. Class A	2.7	1.8
Broadcom Corp. Class A	2.6	0.0
Harley-Davidson, Inc.	2.5	2.0
Green Mountain Coffee Roasters, Inc.	2.4	1.3
Gilead Sciences, Inc.	2.2	1.0
Facebook, Inc. Class A	2.2	2.1
Visa, Inc. Class A	2.2	2.2
	28.4
Top Five Market Sectors as of May 31, 2013
	% of fund's net assets	% of fund's net assets 6 months ago
Information Technology	27.0	31.3
Consumer Discretionary	20.8	19.0
Health Care	17.0	10.6
Consumer Staples	9.7	13.3
Industrials	7.7	7.6

Asset Allocation (% of fund's net assets)
As of May 31, 2013 *			As of November 30, 2012 **
	Stocks 98.3%			Stocks 97.9%
	Short-Term Investments and Net Other Assets (Liabilities) 1.7%			Short-Term Investments and Net Other Assets (Liabilities) 2.1%
* Foreign investments		11.2%	**Foreign investments		11.8%

Semiannual Report

Investments May 31, 2013 (Unaudited)

Showing Percentage of Net Assets

Common Stocks - 98.3%
	Shares		Value (000s)
CONSUMER DISCRETIONARY - 20.8%
Automobiles - 3.6%
Harley-Davidson, Inc.	1,550,754		$ 84,578
Tesla Motors, Inc. (a)(d)	391,531		38,276
			122,854
Diversified Consumer Services - 1.6%
Anhanguera Educacional Participacoes SA	3,328,500		20,374
H&R Block, Inc.	321,300		9,404
Kroton Educacional SA	1,752,000		25,113
			54,891
Hotels, Restaurants & Leisure - 4.3%
Bloomin' Brands, Inc.	124,900		2,905
Chipotle Mexican Grill, Inc. (a)	69,268		25,006
Dunkin' Brands Group, Inc.	485,336		19,219
Panera Bread Co. Class A (a)	109,037		20,917
Starbucks Corp.	806,401		50,860
Texas Roadhouse, Inc. Class A	300,960		7,118
Yum! Brands, Inc.	297,066		20,126
			146,151
Household Durables - 1.0%
D.R. Horton, Inc.	289,320		7,048
Ethan Allen Interiors, Inc. (d)	116,600		3,658
Mohawk Industries, Inc. (a)	166,562		18,517
Toll Brothers, Inc. (a)	92,800		3,171
			32,394
Internet & Catalog Retail - 1.1%
Amazon.com, Inc. (a)	118,029		31,753
TripAdvisor, Inc. (a)	55,597		3,585
			35,338
Media - 2.0%
Comcast Corp. Class A (special) (non-vtg.)	667,528		25,900
Discovery Communications, Inc. Class C (non-vtg.) (a)	340,031		23,792
Lions Gate Entertainment Corp. (a)(d)	638,162		18,379
			68,071
Multiline Retail - 0.6%
Dollarama, Inc.	306,545		21,505
Specialty Retail - 5.3%
GNC Holdings, Inc.	1,214,084		54,670
Home Depot, Inc.	1,340,050		105,408
Common Stocks - continued
	Shares		Value (000s)
CONSUMER DISCRETIONARY - continued
Specialty Retail - continued
TJX Companies, Inc.	267,682		$ 13,547
Williams-Sonoma, Inc.	74,070		3,997
			177,622
Textiles, Apparel & Luxury Goods - 1.3%
ECLAT Textile Co. Ltd.	1,078,000		7,716
Michael Kors Holdings Ltd. (a)	260,297		16,352
NIKE, Inc. Class B	288,504		17,789
			41,857
TOTAL CONSUMER DISCRETIONARY			700,683
CONSUMER STAPLES - 9.7%
Beverages - 1.6%
Remy Cointreau SA	17,100		1,982
SABMiller PLC	396,234		20,048
The Coca-Cola Co.	807,712		32,300
			54,330
Food & Staples Retailing - 1.3%
Costco Wholesale Corp.	176,700		19,379
Whole Foods Market, Inc.	473,382		24,550
			43,929
Food Products - 4.7%
Green Mountain Coffee Roasters, Inc. (a)(d)	1,121,291		82,000
Mead Johnson Nutrition Co. Class A	492,027		39,889
The Hershey Co.	401,259		35,756
			157,645
Personal Products - 0.9%
Herbalife Ltd.	692,770		32,332
Tobacco - 1.2%
British American Tobacco PLC sponsored ADR	153,100		16,806
Philip Morris International, Inc.	251,819		22,893
			39,699
TOTAL CONSUMER STAPLES			327,935
ENERGY - 4.6%
Energy Equipment & Services - 2.2%
Cameron International Corp. (a)	535,492		32,595
Common Stocks - continued
	Shares		Value (000s)
ENERGY - continued
Energy Equipment & Services - continued
Dril-Quip, Inc. (a)	134,988		$ 12,210
Oceaneering International, Inc.	398,877		28,911
			73,716
Oil, Gas & Consumable Fuels - 2.4%
Bonanza Creek Energy, Inc. (a)	601,743		22,355
Cobalt International Energy, Inc. (a)	433,609		11,248
Kosmos Energy Ltd. (a)	1,304,506		13,463
Markwest Energy Partners LP	198,840		13,092
Noble Energy, Inc.	142,800		8,232
Pioneer Natural Resources Co.	87,602		12,149
			80,539
TOTAL ENERGY			154,255
FINANCIALS - 4.5%
Capital Markets - 2.0%
BlackRock, Inc. Class A	76,800		21,443
Harvest Capital Credit Corp.	134,600		2,039
Invesco Ltd.	1,212,121		40,897
Virtus Investment Partners, Inc. (a)	17,600		4,081
			68,460
Commercial Banks - 0.2%
First Republic Bank	143,600		5,336
HDFC Bank Ltd. sponsored ADR	83,900		3,376
			8,712
Consumer Finance - 0.2%
Mahindra & Mahindra Financial Services Ltd.	1,273,305		5,680
Insurance - 0.3%
Berkshire Hathaway, Inc. Class B (a)	77,400		8,829
Real Estate Investment Trusts - 1.0%
American Tower Corp.	421,182		32,785
Real Estate Management & Development - 0.8%
CBRE Group, Inc. (a)	546,539		12,669
Realogy Holdings Corp.	301,715		15,581
			28,250
TOTAL FINANCIALS			152,716
Common Stocks - continued
	Shares		Value (000s)
HEALTH CARE - 17.0%
Biotechnology - 8.8%
Acorda Therapeutics, Inc. (a)	113,157		$ 3,785
Amgen, Inc.	425,541		42,780
Biogen Idec, Inc. (a)	280,399		66,592
BioMarin Pharmaceutical, Inc. (a)	568,721		35,659
Biovitrum AB (a)	1,285,413		7,996
Cytokinetics, Inc. (a)	1,427,700		1,713
Cytokinetics, Inc. warrants 6/25/17 (a)	856,620		183
Gilead Sciences, Inc. (a)	1,389,716		75,712
Kamada (a)	321,900		3,251
Onyx Pharmaceuticals, Inc. (a)	190,454		18,179
Regeneron Pharmaceuticals, Inc. (a)	62,875		15,208
Theravance, Inc. (a)	227,639		7,976
Thrombogenics NV (a)(d)	108,971		4,550
Vertex Pharmaceuticals, Inc. (a)	183,095		14,704
			298,288
Health Care Equipment & Supplies - 0.5%
The Cooper Companies, Inc.	154,793		17,493
Health Care Providers & Services - 4.1%
Apollo Hospitals Enterprise Ltd.	392,573		6,978
BioScrip, Inc. (a)	421,705		5,895
Express Scripts Holding Co. (a)	1,894,314		117,675
Qualicorp SA (a)	806,600		7,137
			137,685
Health Care Technology - 0.6%
Cerner Corp. (a)	191,120		18,783
Life Sciences Tools & Services - 0.3%
Illumina, Inc. (a)	158,493		11,145
Pharmaceuticals - 2.7%
Actavis, Inc. (a)	95,800		11,811
Cadence Pharmaceuticals, Inc. (a)	762,800		5,073
Endo Health Solutions, Inc. (a)	159,210		5,779
Novo Nordisk A/S Series B	110,397		17,893
Pacira Pharmaceuticals, Inc. (a)	268,360		7,863
Valeant Pharmaceuticals International, Inc. (Canada) (a)	451,552		41,547
			89,966
TOTAL HEALTH CARE			573,360
Common Stocks - continued
	Shares		Value (000s)
INDUSTRIALS - 7.7%
Aerospace & Defense - 2.5%
Textron, Inc.	502,169		$ 13,538
TransDigm Group, Inc.	161,726		23,628
United Technologies Corp.	478,937		45,451
			82,617
Airlines - 0.0%
Ryanair Holdings PLC sponsored ADR	11,600		567
Building Products - 0.0%
Ply Gem Holdings, Inc.	13,800		319
Construction & Engineering - 0.3%
EMCOR Group, Inc.	207,288		8,240
Electrical Equipment - 2.0%
AMETEK, Inc.	359,955		15,532
Generac Holdings, Inc.	91,991		3,726
Hubbell, Inc. Class B	140,610		14,121
Roper Industries, Inc.	276,677		34,369
			67,748
Industrial Conglomerates - 1.0%
Danaher Corp.	565,421		34,954
Machinery - 0.5%
Graco, Inc.	42,122		2,715
Haitian International Holdings Ltd.	220,000		380
Manitowoc Co., Inc.	629,400		13,224
			16,319
Professional Services - 1.0%
Equifax, Inc.	235,816		14,361
Verisk Analytics, Inc. (a)	340,929		20,053
			34,414
Trading Companies & Distributors - 0.4%
Beacon Roofing Supply, Inc. (a)	349,763		14,417
TOTAL INDUSTRIALS			259,595
INFORMATION TECHNOLOGY - 27.0%
Communications Equipment - 1.4%
QUALCOMM, Inc.	763,323		48,456
Computers & Peripherals - 6.7%
Apple, Inc.	364,728		164,007
SanDisk Corp. (a)	1,053,511		62,178
			226,185
Common Stocks - continued
	Shares		Value (000s)
INFORMATION TECHNOLOGY - continued
Electronic Equipment & Components - 0.0%
Neonode, Inc. (a)(d)	161,761		$ 878
Internet Software & Services - 7.3%
Blucora, Inc. (a)	640,849		11,695
CoStar Group, Inc. (a)	64,422		7,203
eBay, Inc. (a)	296,806		16,057
Facebook, Inc. Class A	3,058,655		74,478
Google, Inc. Class A (a)	105,546		91,868
LinkedIn Corp. (a)	40,731		6,824
MercadoLibre, Inc. (d)	110,990		12,722
SciQuest, Inc. (a)	170,630		3,916
SPS Commerce, Inc. (a)	323,277		17,447
Web.com Group, Inc. (a)	9,812		206
Xoom Corp.	40,500		754
Yahoo!, Inc. (a)	170,079		4,473
			247,643
IT Services - 2.7%
FleetCor Technologies, Inc. (a)	201,600		17,555
Visa, Inc. Class A	415,483		74,014
			91,569
Semiconductors & Semiconductor Equipment - 4.5%
ASML Holding NV (d)	154,600		12,564
Avago Technologies Ltd.	146,303		5,517
Broadcom Corp. Class A	2,456,538		88,214
Micron Technology, Inc. (a)	3,732,448		43,595
			149,890
Software - 4.4%
ANSYS, Inc. (a)	96,140		7,162
Citrix Systems, Inc. (a)	260,941		16,792
Computer Modelling Group Ltd.	453,200		10,133
FleetMatics Group PLC	236,800		7,045
Infoblox, Inc. (a)	77,440		1,884
salesforce.com, Inc. (a)	1,193,092		50,504
SolarWinds, Inc. (a)	891,098		37,560
Tableau Software, Inc.	87,200		4,456
VMware, Inc. Class A (a)	125,256		8,908
Workday, Inc. Class A	52,200		3,353
			147,797
TOTAL INFORMATION TECHNOLOGY			912,418
Common Stocks - continued
	Shares		Value (000s)
MATERIALS - 5.2%
Chemicals - 3.6%
FMC Corp.	325,637		$ 20,421
LyondellBasell Industries NV Class A	150,445		10,027
Monsanto Co.	655,097		65,929
Sherwin-Williams Co.	131,545		24,800
			121,177
Construction Materials - 1.2%
Eagle Materials, Inc.	173,488		12,795
James Hardie Industries PLC sponsored ADR	172,873		7,978
Vulcan Materials Co.	392,923		21,053
			41,826
Paper & Forest Products - 0.4%
Canfor Corp. (a)	256,300		4,297
Norbord, Inc. (d)	268,500		8,785
			13,082
TOTAL MATERIALS			176,085
TELECOMMUNICATION SERVICES - 0.7%
Wireless Telecommunication Services - 0.7%
SBA Communications Corp. Class A (a)	329,888		24,831
UTILITIES - 1.1%
Electric Utilities - 1.1%
ITC Holdings Corp.	432,300		37,424
TOTAL COMMON STOCKS (Cost $2,599,658)		3,319,302
Money Market Funds - 4.9%
	Shares		Value (000s)
Fidelity Cash Central Fund, 0.12% (b)	69,986,764		$ 69,987
Fidelity Securities Lending Cash Central Fund, 0.12% (b)(c)	96,597,675		96,598
TOTAL MONEY MARKET FUNDS (Cost $166,585)		166,585
TOTAL INVESTMENT PORTFOLIO - 103.2% (Cost $2,766,243)			3,485,887
NET OTHER ASSETS (LIABILITIES) - (3.2)%			(107,817)
NET ASSETS - 100%		$ 3,378,070

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 are available on the SEC's website or upon request.

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

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

Affiliated Central Funds

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

Fund	Income earned (Amounts in thousands)
Fidelity Cash Central Fund	$ 56
Fidelity Securities Lending Cash Central Fund	314
Total	$ 370

Other Information

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

Valuation Inputs at Reporting Date:
Description (Amounts in thousands)	Total	Level 1	Level 2	Level 3
Investments in Securities:
Equities:
Consumer Discretionary	$ 700,683	$ 692,967	$ 7,716	$ -
Consumer Staples	327,935	327,935	-	-
Energy	154,255	154,255	-	-
Financials	152,716	147,036	5,680	-
Health Care	573,360	548,306	25,054	-
Industrials	259,595	259,215	380	-
Information Technology	912,418	912,418	-	-
Materials	176,085	176,085	-	-
Telecommunication Services	24,831	24,831	-	-
Utilities	37,424	37,424	-	-
Money Market Funds	166,585	166,585	-	-
Total Investments in Securities:	$ 3,485,887	$ 3,447,057	$ 38,830	$ -

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

United States of America	88.8%
Canada	3.0%
Bermuda	1.6%
Brazil	1.5%
United Kingdom	1.1%
Others (Individually Less Than 1%)	4.0%
	100.0%

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

Semiannual Report

Financial Statements

Statement of Assets and Liabilities

Amounts in thousands (except per-share amounts)	May 31, 2013 (Unaudited)
Assets
Investment in securities, at value (including securities loaned of $91,004) - See accompanying schedule: Unaffiliated issuers (cost $2,599,658)	$ 3,319,302
Fidelity Central Funds (cost $166,585)	166,585
Total Investments (cost $2,766,243)		$ 3,485,887
Cash		136
Receivable for investments sold		17,986
Receivable for fund shares sold		1,199
Dividends receivable		2,527
Distributions receivable from Fidelity Central Funds		95
Prepaid expenses		1
Other receivables		166
Total assets		3,507,997
Liabilities
Payable for investments purchased	$ 27,521
Payable for fund shares redeemed	2,592
Accrued management fee	1,573
Distribution and service plan fees payable	770
Other affiliated payables	673
Other payables and accrued expenses	200
Collateral on securities loaned, at value	96,598
Total liabilities		129,927
Net Assets		$ 3,378,070
Net Assets consist of:
Paid in capital		$ 3,507,789
Accumulated net investment loss		(2,059)
Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions		(847,289)
Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies		719,629
Net Assets		$ 3,378,070

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

Semiannual Report

Financial Statements - continued

Statement of Assets and Liabilities - continued

Amounts in thousands (except per-share amounts)	May 31, 2013 (Unaudited)
Calculation of Maximum Offering Price Class A: Net Asset Value and redemption price per share ($693,061 ÷ 9,963.20 shares)		$ 69.56
Maximum offering price per share (100/94.25 of $69.56)		$ 73.80
Class T: Net Asset Value and redemption price per share ($1,166,959 ÷ 16,876.98 shares)		$ 69.15
Maximum offering price per share (100/96.50 of $69.15)		$ 71.66
Class B: Net Asset Value and offering price per share ($23,563 ÷ 379.41 shares)A		$ 62.10
Class C: Net Asset Value and offering price per share ($138,548 ÷ 2,194.33 shares)A		$ 63.14
Institutional Class: Net Asset Value, offering price and redemption price per share ($1,355,939 ÷ 18,290.56 shares)		$ 74.13

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

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

Semiannual Report

Statement of Operations

Amounts in thousands	Six months ended May 31, 2013 (Unaudited)
Investment Income
Dividends		$ 18,407
Income from Fidelity Central Funds		370
Total income		18,777
Expenses
Management fee	$ 8,900
Transfer agent fees	3,478
Distribution and service plan fees	4,421
Accounting and security lending fees	476
Custodian fees and expenses	62
Independent trustees' compensation	10
Registration fees	60
Audit	32
Legal	8
Miscellaneous	16
Total expenses before reductions	17,463
Expense reductions	(348)	17,115
Net investment income (loss)		1,662
Realized and Unrealized Gain (Loss) Net realized gain (loss) on:
Investment securities:
Unaffiliated issuers	230,334
Foreign currency transactions	(56)
Total net realized gain (loss)		230,278
Change in net unrealized appreciation (depreciation) on: Investment securities	154,563
Assets and liabilities in foreign currencies	(11)
Total change in net unrealized appreciation (depreciation)		154,552
Net gain (loss)		384,830
Net increase (decrease) in net assets resulting from operations		$ 386,492

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

Semiannual Report

Financial Statements - continued

Statement of Changes in Net Assets

Amounts in thousands	Six months ended May 31, 2013 (Unaudited)	Year ended November 30, 2012
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$ 1,662	$ 1,561
Net realized gain (loss)	230,278	91,215
Change in net unrealized appreciation (depreciation)	154,552	277,882
Net increase (decrease) in net assets resulting from operations	386,492	370,658
Distributions to shareholders from net investment income	(3,311)	-
Distributions to shareholders from net realized gain	-	(6,141)
Total distributions	(3,311)	(6,141)
Share transactions - net increase (decrease)	33,302	(218,428)
Total increase (decrease) in net assets	416,483	146,089
Net Assets
Beginning of period	2,961,587	2,815,498
End of period (including accumulated net investment loss of $2,059 and accumulated net investment loss of $410, respectively)	$ 3,378,070	$ 2,961,587

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

Semiannual Report

Financial Highlights - Class A

	Six months ended May 31, 2013	Years ended November 30,
	(Unaudited)	2012	2011	2010	2009	2008
Selected Per-Share Data
Net asset value, beginning of period	$ 61.77	$ 54.56	$ 50.75	$ 42.07	$ 34.36	$ 64.24
Income from Investment Operations
Net investment income (loss) E	.02	.02	(.04)	(.14)	(.01)	.11
Net realized and unrealized gain (loss)	7.77	7.30	3.90	8.82	7.79	(29.99)
Total from investment operations	7.79	7.32	3.86	8.68	7.78	(29.88)
Distributions from net investment income	-	-	-	-	(.06)	-
Distributions from net realized gain	-	(.11)	(.05)	-	(.02)	-
Total distributions	-	(.11)	(.05)	-	(.07) I	-
Net asset value, end of period	$ 69.56	$ 61.77	$ 54.56	$ 50.75	$ 42.07	$ 34.36
Total Return B, C, D	12.61%	13.45%	7.61%	20.63%	22.71%	(46.51)%
Ratios to Average Net Assets F, H
Expenses before reductions	1.13% A	1.14%	1.15%	1.16%	1.19%	1.16%
Expenses net of fee waivers, if any	1.13% A	1.14%	1.15%	1.16%	1.19%	1.16%
Expenses net of all reductions	1.11% A	1.14%	1.14%	1.15%	1.18%	1.15%
Net investment income (loss)	.06% A	.04%	(.08)%	(.31)%	(.04)%	.21%
Supplemental Data
Net assets, end of period (in millions)	$ 693	$ 632	$ 609	$ 636	$ 640	$ 628
Portfolio turnover rate G	76% A	73%	70%	71%	135%	164%

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

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

^F 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.

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

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

^I Total distributions of $.07 per share is comprised of distributions from net investment income of $.059 and distributions from net realized gain of $.015 per share.

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

Semiannual Report

Financial Highlights - Class T

	Six months ended May 31, 2013	Years ended November 30,
	(Unaudited)	2012	2011	2010	2009	2008
Selected Per-Share Data
Net asset value, beginning of period	$ 61.45	$ 54.26	$ 50.51	$ 41.94	$ 34.25	$ 64.15
Income from Investment Operations
Net investment income (loss) E	(.03)	(.08)	(.14)	(.22)	(.09)	.02
Net realized and unrealized gain (loss)	7.73	7.27	3.89	8.79	7.78	(29.92)
Total from investment operations	7.70	7.19	3.75	8.57	7.69	(29.90)
Net asset value, end of period	$ 69.15	$ 61.45	$ 54.26	$ 50.51	$ 41.94	$ 34.25
Total Return B, C, D	12.53%	13.25%	7.42%	20.43%	22.45%	(46.61)%
Ratios to Average Net Assets F, H
Expenses before reductions	1.30% A	1.31%	1.32%	1.34%	1.39%	1.33%
Expenses net of fee waivers, if any	1.30% A	1.31%	1.32%	1.34%	1.39%	1.33%
Expenses net of all reductions	1.28% A	1.31%	1.31%	1.33%	1.39%	1.32%
Net investment income (loss)	(.11)% A	(.13)%	(.25)%	(.48)%	(.24)%	.04%
Supplemental Data
Net assets, end of period (in millions)	$ 1,167	$ 1,108	$ 1,139	$ 1,246	$ 1,268	$ 1,274
Portfolio turnover rate G	76% A	73%	70%	71%	135%	164%

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

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

^F 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.

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

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

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

Semiannual Report

Financial Highlights - Class B

	Six months ended May 31, 2013	Years ended November 30,
	(Unaudited)	2012	2011	2010	2009	2008
Selected Per-Share Data
Net asset value, beginning of period	$ 55.36	$ 49.17	$ 46.04	$ 38.45	$ 31.57	$ 59.47
Income from Investment Operations
Net investment income (loss) E	(.20)	(.39)	(.42)	(.44)	(.26)	(.28)
Net realized and unrealized gain (loss)	6.94	6.58	3.55	8.03	7.14	(27.62)
Total from investment operations	6.74	6.19	3.13	7.59	6.88	(27.90)
Net asset value, end of period	$ 62.10	$ 55.36	$ 49.17	$ 46.04	$ 38.45	$ 31.57
Total Return B, C, D	12.17%	12.59%	6.80%	19.74%	21.79%	(46.91)%
Ratios to Average Net Assets F, H
Expenses before reductions	1.89% A	1.90%	1.90%	1.91%	1.94%	1.91%
Expenses net of fee waivers, if any	1.89% A	1.90%	1.90%	1.91%	1.94%	1.91%
Expenses net of all reductions	1.87% A	1.90%	1.90%	1.91%	1.93%	1.90%
Net investment income (loss)	(.70)% A	(.72)%	(.83)%	(1.06)%	(.79)%	(.54)%
Supplemental Data
Net assets, end of period (in millions)	$ 24	$ 26	$ 35	$ 54	$ 70	$ 91
Portfolio turnover rate G	76% A	73%	70%	71%	135%	164%

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

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

^F Fees and expenses of 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.

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

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

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

Semiannual Report

Financial Highlights - Class C

	Six months ended May 31, 2013	Years ended November 30,
	(Unaudited)	2012	2011	2010	2009	2008
Selected Per-Share Data
Net asset value, beginning of period	$ 56.27	$ 49.96	$ 46.77	$ 39.05	$ 32.06	$ 60.41
Income from Investment Operations
Net investment income (loss) E	(.19)	(.37)	(.41)	(.44)	(.26)	(.27)
Net realized and unrealized gain (loss)	7.06	6.68	3.60	8.16	7.25	(28.08)
Total from investment operations	6.87	6.31	3.19	7.72	6.99	(28.35)
Net asset value, end of period	$ 63.14	$ 56.27	$ 49.96	$ 46.77	$ 39.05	$ 32.06
Total Return B, C, D	12.21%	12.63%	6.82%	19.77%	21.80%	(46.93)%
Ratios to Average Net Assets F, H
Expenses before reductions	1.85% A	1.86%	1.88%	1.90%	1.94%	1.90%
Expenses net of fee waivers, if any	1.85% A	1.86%	1.88%	1.90%	1.94%	1.90%
Expenses net of all reductions	1.83% A	1.86%	1.87%	1.90%	1.93%	1.89%
Net investment income (loss)	(.66)% A	(.68)%	(.81)%	(1.05)%	(.79)%	(.53)%
Supplemental Data
Net assets, end of period (in millions)	$ 139	$ 133	$ 136	$ 143	$ 142	$ 141
Portfolio turnover rate G	76% A	73%	70%	71%	135%	164%

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

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

^F Fees and expenses of 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.

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

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

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

Semiannual Report

Financial Highlights - Institutional Class

	Six months ended May 31, 2013	Years ended November 30,
	(Unaudited)	2012	2011	2010	2009	2008
Selected Per-Share Data
Net asset value, beginning of period	$ 65.92	$ 58.24	$ 54.14	$ 44.71	$ 36.61	$ 68.21
Income from Investment Operations
Net investment income (loss) D	.14	.25	.16	.02	.12	.32
Net realized and unrealized gain (loss)	8.27	7.75	4.16	9.41	8.27	(31.92)
Total from investment operations	8.41	8.00	4.32	9.43	8.39	(31.60)
Distributions from net investment income	(.20)	-	-	-	(.27)	-
Distributions from net realized gain	-	(.32)	(.22)	-	(.02)	-
Total distributions	(.20)	(.32)	(.22)	-	(.29) H	-
Net asset value, end of period	$ 74.13	$ 65.92	$ 58.24	$ 54.14	$ 44.71	$ 36.61
Total Return B, C	12.81%	13.83%	7.99%	21.09%	23.11%	(46.33)%
Ratios to Average Net Assets E, G
Expenses before reductions	.79% A	.80%	.80%	.80%	.85%	.80%
Expenses net of fee waivers, if any	.79% A	.80%	.80%	.80%	.85%	.80%
Expenses net of all reductions	.76% A	.79%	.79%	.80%	.84%	.79%
Net investment income (loss)	.41% A	.39%	.27%	.05%	.30%	.57%
Supplemental Data
Net assets, end of period (in millions)	$ 1,356	$ 1,063	$ 897	$ 973	$ 983	$ 934
Portfolio turnover rate F	76% A	73%	70%	71%	135%	164%

^A Annualized

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

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

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

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

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

^G 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 $.29 per share is comprised of distributions from net investment income of $.274 and distributions from net realized gain of $.015 per share.

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

Semiannual Report

Notes to Financial Statements

For the period ended May 31, 2013 (Unaudited)

(Amounts in thousands except percentages)

1. Organization.

Fidelity Advisor® Equity Growth Fund (the Fund) is a fund of Fidelity Advisor Series I (the Trust) and is authorized to issue an unlimited number of shares. The Trust is registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end management investment company organized as a Massachusetts business trust. The Fund offers Class A, Class T, Class C, and Institutional Class shares, each of which, along with Class B shares, has equal rights as to assets and voting privileges. Class B shares are closed to new accounts and additional purchases, except for exchanges and reinvestments. Each class has exclusive voting rights with respect to matters that affect that class. Class B shares will automatically convert to Class A shares after a holding period of seven years from the initial date of purchase.

2. Investments in Fidelity Central Funds.

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

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

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 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:

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except percentages)

3. Significant Accounting Policies - continued

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

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

Level 1 - quoted prices in active markets for identical investments

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

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

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

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

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

Semiannual Report

3. Significant Accounting Policies - continued

Investment Valuation - continued

Changes in valuation techniques may result in transfers in or out of an assigned level within the disclosure hierarchy. The aggregate value of investments by input level, as of May 31, 2013, 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. Distributions received on securities that represent a return of capital or capital gain are recorded as a reduction of cost of investments and/or as a realized gain. Subsequent to ex-dividend date the Fund determines the components of these distributions, based upon receipt of tax filings or other correspondence relating to the underlying investment. Interest income and distributions from the Fidelity Central Funds are accrued as earned. Interest income includes coupon interest and amortization of premium and accretion of discount on debt securities. Investment income is recorded net of foreign taxes withheld where recovery of such taxes is uncertain.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except percentages)

3. Significant Accounting Policies - continued

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

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 income taxes is required. The Fund files a U.S. federal tax return, in addition to state and local tax returns as required. A fund's federal income tax returns are subject to examination by the Internal Revenue Service (IRS) for a period of three fiscal years after they are filed. State and local tax returns may be subject to examination for an additional fiscal year depending on the jurisdiction. Foreign taxes are provided for based on the Fund's understanding of the tax rules and rates that exist in the foreign markets in which it invests.

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

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

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

Semiannual Report

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

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

Gross unrealized appreciation	$ 740,652
Gross unrealized depreciation	(28,279)
Net unrealized appreciation (depreciation) on securities and other investments	$ 712,373
Tax cost	$ 2,773,514

Capital loss carryforwards are only available to offset future capital gains of the Fund to the extent provided by regulations and may be limited. Under the Regulated Investment Company Modernization Act of 2010 (the Act), the Fund is permitted to carry forward capital losses incurred in taxable years beginning after December 22, 2010 for an unlimited period and such capital losses are required to be used prior to any losses that expire. The capital loss carryforward information presented below, including any applicable limitation, is estimated as of fiscal period end and is subject to adjustment.

Fiscal year of expiration
2016	$ (186,661)
2017	(858,583)
Total capital loss carryforward	$ (1,045,244)

4. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $1,221,474 and $1,186,286, respectively.

5. Fees and Other Transactions with Affiliates.

Management Fee. FMR and its affiliates provide the Fund with investment management related services for which the Fund pays a monthly management fee. The management fee is the sum of an individual fund fee rate that is based on an annual rate of .30% of the Fund's average net assets and an annualized group fee rate that averaged .26% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by FMR. The group fee rate decreases as assets under management increase and increases as assets under management decrease. For the period, the total annualized management fee rate was .55% of the Fund's average net assets.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except percentages)

5. Fees and Other Transactions with Affiliates - continued

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

	Distribution Fee	Service Fee	Total Fees	Retained by FDC
Class A	-%	.25%	$ 814	$ 3
Class T	.25%	.25%	2,811	7
Class B	.75%	.25%	124	93
Class C	.75%	.25%	672	24
			$ 4,421	$ 127

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	$ 32
Class T	14
Class B*	11
Class C*	4
	$ 61

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

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

Semiannual Report

5. Fees and Other Transactions with Affiliates - continued

Transfer Agent Fees - continued

shareholder reports, except proxy statements. For the period, transfer agent fees for each class were as follows:

	Amount	% of Average Net Assets*
Class A	$ 921	.28
Class T	1,143	.20
Class B	37	.30
Class C	171	.25
Institutional Class	1,206	.19
	$ 3,478

* Annualized

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

Brokerage Commissions. The Fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of the investment adviser. Brokerage commissions are included in net realized gain (loss) and change in net unrealized appreciation (depreciation) in the Statement of Operations. The commissions paid to these affiliated firms were $18 for the period.

6. Committed Line of Credit.

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

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except percentages)

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 $314, including $4 from securities loaned to FCM.

8. Expense Reductions.

Many of the brokers with whom FMR places trades on behalf of the Fund provided services to the Fund in addition to trade execution. These services included payments of certain expenses on behalf of the Fund totaling $348 for the period.

9. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

	Six months ended May 31, 2013	Year ended November 30, 2012
From net investment income
Institutional Class	$ 3,311	$ -
From net realized gain
Class A	$ -	$ 1,215
Institutional Class	-	4,926
Total	$ -	$ 6,141

Semiannual Report

10. Share Transactions.

Transactions for each class of shares were as follows:

	Shares		Dollars
	Six months ended May 31, 2013	Year ended November 30, 2012	Six months ended May 31, 2013	Year ended November 30, 2012
Class A
Shares sold	713	1,382	$ 46,940	$ 82,422
Reinvestment of distributions	-	21	-	1,098
Shares redeemed	(975)	(2,338)	(63,146)	(138,919)
Net increase (decrease)	(262)	(935)	$ (16,206)	$ (55,399)
Class T
Shares sold	913	2,021	$ 58,909	$ 120,048
Shares redeemed	(2,061)	(4,996)	(132,659)	(296,134)
Net increase (decrease)	(1,148)	(2,975)	$ (73,750)	$ (176,086)
Class B
Shares sold	4	5	$ 261	$ 239
Shares redeemed	(100)	(239)	(5,784)	(12,835)
Net increase (decrease)	(96)	(234)	$ (5,523)	$ (12,596)
Class C
Shares sold	71	154	$ 4,178	$ 8,368
Shares redeemed	(242)	(504)	(14,205)	(27,593)
Net increase (decrease)	(171)	(350)	$ (10,027)	$ (19,225)
Institutional Class
Shares sold	3,604	4,266	$ 239,519	$ 270,700
Reinvestment of distributions	50	86	3,246	4,818
Shares redeemed	(1,488)	(3,622)	(103,957)	(230,640)
Net increase (decrease)	2,166	730	$ 138,808	$ 44,878

11. Other.

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

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

Semiannual 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

JPMorgan Chase Bank

New York, NY

(Fidelity Investment logo)(registered trademark)

EPG-USAN-0713
1.786783.110

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

Equity Income
Fund - Institutional Class

Semiannual Report

May 31, 2013

(Fidelity Cover Art)

Contents

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.

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.

All other marks appearing herein are registered or unregistered trademarks or service marks of FMR LLC or an affiliated company. © 2013 FMR LLC. All rights reserved.

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.

Semiannual Report

Shareholder Expense Example

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

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (December 1, 2012 to May 31, 2013).

Actual Expenses

The first line of the accompanying table for each class of the Fund provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000.00 (for example, an $8,600 account value divided by $1,000.00 = 8.6), then multiply the result by the number in the first line for a class of the Fund under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period. 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.

Semiannual Report

Shareholder Expense Example - continued

	Annualized Expense RatioB	Beginning Account Value December 1, 2012	Ending Account Value May 31, 2013	Expenses Paid During Period* December 1, 2012 to May 31, 2013
Class A	.99%
Actual		$ 1,000.00	$ 1,163.90	$ 5.34
HypotheticalA		$ 1,000.00	$ 1,020.00	$ 4.99
Class T	1.20%
Actual		$ 1,000.00	$ 1,162.50	$ 6.47
HypotheticalA		$ 1,000.00	$ 1,018.95	$ 6.04
Class B	1.80%
Actual		$ 1,000.00	$ 1,159.20	$ 9.69
HypotheticalA		$ 1,000.00	$ 1,015.96	$ 9.05
Class C	1.75%
Actual		$ 1,000.00	$ 1,159.60	$ 9.42
HypotheticalA		$ 1,000.00	$ 1,016.21	$ 8.80
Institutional Class	.72%
Actual		$ 1,000.00	$ 1,165.20	$ 3.89
HypotheticalA		$ 1,000.00	$ 1,021.34	$ 3.63

^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 182/365 (to reflect the one-half year period).

Semiannual Report

Investment Changes (Unaudited)

Top Ten Stocks as of May 31, 2013
	% of fund's net assets	% of fund's net assets 6 months ago
JPMorgan Chase & Co.	3.9	3.5
Chevron Corp.	2.9	2.9
Wells Fargo & Co.	2.8	2.7
Comcast Corp. Class A	2.6	3.0
Procter & Gamble Co.	2.4	2.9
Johnson & Johnson	2.3	2.1
Exxon Mobil Corp.	2.2	1.9
Cisco Systems, Inc.	2.2	1.5
Paychex, Inc.	2.2	2.1
General Electric Co.	2.1	2.2
	25.6
Top Five Market Sectors as of May 31, 2013
	% of fund's net assets	% of fund's net assets 6 months ago
Financials	21.5	19.0
Health Care	12.9	13.8
Energy	12.3	13.6
Information Technology	11.3	9.9
Industrials	10.3	10.2

Asset Allocation (% of fund's net assets)
As of May 31, 2013*			As of November 30, 2012**
	Stocks 88.7%			Stocks 92.0%
	Bonds 0.1%			Bonds 0.5%
	Convertible Securities 5.8%			Convertible Securities 5.0%
	Other Investments 0.4%			Other Investments 0.1%
	Short-Term Investments and Net Other Assets (Liabilities) 5.0%			Short-Term Investments and Net Other Assets (Liabilities) 2.4%
* Foreign investments		9.9%	** Foreign investments		12.8%

Semiannual Report

Investments May 31, 2013 (Unaudited)

Showing Percentage of Net Assets

Common Stocks - 88.2%
	Shares		Value (000s)
CONSUMER DISCRETIONARY - 9.3%
Auto Components - 0.2%
Gentex Corp.	217,433		$ 4,973
Diversified Consumer Services - 0.2%
H&R Block, Inc.	59,900		1,753
Strayer Education, Inc. (e)	56,747		3,035
			4,788
Hotels, Restaurants & Leisure - 1.4%
McDonald's Corp.	195,417		18,871
Texas Roadhouse, Inc. Class A	259,485		6,137
Wynn Resorts Ltd.	8,050		1,094
Yum! Brands, Inc.	112,383		7,614
			33,716
Leisure Equipment & Products - 0.4%
New Academy Holding Co. LLC unit (a)(k)(l)	52,800		8,715
Media - 4.2%
Comcast Corp. Class A	1,536,845		61,704
DIRECTV (a)	41,398		2,531
Sinclair Broadcast Group, Inc. Class A	25,400		687
Time Warner, Inc.	580,275		33,871
			98,793
Multiline Retail - 1.8%
Kohl's Corp.	146,883		7,551
Target Corp.	507,567		35,276
			42,827
Specialty Retail - 0.9%
Lowe's Companies, Inc.	349,200		14,705
Point, Inc.	29,220		1,299
Staples, Inc.	324,533		4,868
			20,872
Textiles, Apparel & Luxury Goods - 0.2%
Coach, Inc.	65,400		3,810
TOTAL CONSUMER DISCRETIONARY			218,494
CONSUMER STAPLES - 9.6%
Beverages - 2.2%
Anheuser-Busch InBev SA NV	47,897		4,411
Molson Coors Brewing Co. Class B	164,505		8,128
Common Stocks - continued
	Shares		Value (000s)
CONSUMER STAPLES - continued
Beverages - continued
PepsiCo, Inc.	311,559		$ 25,165
The Coca-Cola Co.	357,388		14,292
			51,996
Food & Staples Retailing - 2.4%
CVS Caremark Corp.	157,900		9,092
Safeway, Inc.	441,832		10,167
Sysco Corp.	106,868		3,612
Wal-Mart Stores, Inc.	145,850		10,915
Walgreen Co.	466,469		22,279
			56,065
Food Products - 0.9%
Kellogg Co.	337,652		20,951
Household Products - 2.4%
Procter & Gamble Co.	751,190		57,661
Tobacco - 1.7%
Altria Group, Inc.	436,065		15,742
British American Tobacco PLC sponsored ADR	52,431		5,755
Lorillard, Inc.	287,953		12,221
Philip Morris International, Inc.	71,878		6,534
			40,252
TOTAL CONSUMER STAPLES			226,925
ENERGY - 11.4%
Energy Equipment & Services - 1.3%
Ensco PLC Class A	68,900		4,146
Halliburton Co.	87,400		3,658
National Oilwell Varco, Inc.	69,605		4,893
Noble Corp.	237,517		9,204
Schlumberger Ltd.	65,900		4,813
Trinidad Drilling Ltd.	455,100		3,218
			29,932
Oil, Gas & Consumable Fuels - 10.1%
Apache Corp.	146,027		11,993
BG Group PLC	60,800		1,121
Canadian Natural Resources Ltd.	300,000		8,941
Chevron Corp.	556,069		68,257
EV Energy Partners LP	126,352		4,809
Exxon Mobil Corp.	584,172		52,850
Common Stocks - continued
	Shares		Value (000s)
ENERGY - continued
Oil, Gas & Consumable Fuels - continued
Holly Energy Partners LP	109,512		$ 3,938
HollyFrontier Corp.	73,449		3,636
Legacy Reserves LP	109,599		2,904
Markwest Energy Partners LP	164,388		10,823
Occidental Petroleum Corp.	198,603		18,285
Penn West Petroleum Ltd.	312,800		3,198
Royal Dutch Shell PLC Class A sponsored ADR	165,858		11,008
Southcross Energy Partners LP	51,650		1,160
Suncor Energy, Inc.	385,200		11,685
The Williams Companies, Inc.	557,425		19,610
Tsakos Energy Navigation Ltd.	290,077		1,410
Western Gas Equity Partners LP	16,228		607
Williams Partners LP	58,300		2,909
			239,144
TOTAL ENERGY			269,076
FINANCIALS - 20.3%
Capital Markets - 3.5%
Apollo Investment Corp.	686,552		5,692
Artisan Partners Asset Management, Inc.	49,078		2,293
Ashmore Group PLC	897,225		5,428
BlackRock, Inc. Class A	38,100		10,638
Charles Schwab Corp.	605,634		12,028
Greenhill & Co., Inc.	37,900		1,888
KKR & Co. LP	757,864		14,763
Manning & Napier, Inc. Class A	57,761		1,149
Morgan Stanley	611,944		15,849
The Blackstone Group LP	543,772		11,903
			81,631
Commercial Banks - 5.4%
Comerica, Inc.	122,480		4,837
Cullen/Frost Bankers, Inc. (e)	87,469		5,629
M&T Bank Corp. (e)	124,717		13,083
PNC Financial Services Group, Inc.	66,300		4,750
Standard Chartered PLC (United Kingdom)	333,833		7,796
SunTrust Banks, Inc.	228,901		7,345
U.S. Bancorp	530,600		18,603
Wells Fargo & Co.	1,597,550		64,781
			126,824
Common Stocks - continued
	Shares		Value (000s)
FINANCIALS - continued
Diversified Financial Services - 4.8%
Bank of America Corp.	462,094		$ 6,312
JPMorgan Chase & Co.	1,671,757		91,258
KKR Financial Holdings LLC	1,381,386		14,532
			112,102
Insurance - 4.8%
ACE Ltd.	196,911		17,659
AFLAC, Inc.	150,300		8,370
Berkshire Hathaway, Inc. Class B (a)	58,310		6,651
esure Group PLC	702,700		3,326
Hanover Insurance Group, Inc.	90,074		4,524
MetLife, Inc.	1,036,290		45,814
MetLife, Inc. unit	131,385		6,980
Prudential Financial, Inc.	150,600		10,387
Validus Holdings Ltd.	282,874		10,215
			113,926
Real Estate Investment Trusts - 1.7%
American Capital Agency Corp.	291,614		7,524
Annaly Capital Management, Inc.	480,000		6,518
CommonWealth REIT	99,342		2,031
Coresite Realty Corp.	20,320		653
First Potomac Realty Trust	133,536		1,827
Home Properties, Inc.	65,100		3,956
Rayonier, Inc.	112,252		6,219
Retail Properties America, Inc.	389,697		5,947
Silver Bay Realty Trust Corp.	9,038		161
Two Harbors Investment Corp.	288,015		3,177
Ventas, Inc.	39,294		2,804
			40,817
Real Estate Management & Development - 0.1%
Beazer Pre-Owned Rental Homes, Inc. (k)	96,000		2,016
Thrifts & Mortgage Finance - 0.0%
Radian Group, Inc.	100		1
TOTAL FINANCIALS			477,317
Common Stocks - continued
	Shares		Value (000s)
HEALTH CARE - 11.9%
Biotechnology - 0.5%
Amgen, Inc.	68,675		$ 6,904
PDL BioPharma, Inc. (e)	493,705		4,073
			10,977
Health Care Equipment & Supplies - 0.6%
Covidien PLC	111,200		7,072
St. Jude Medical, Inc.	134,362		5,808
			12,880
Health Care Providers & Services - 2.5%
Aetna, Inc.	234,500		14,159
McKesson Corp.	33,310		3,793
Quest Diagnostics, Inc.	76,890		4,755
UnitedHealth Group, Inc.	243,939		15,278
WellPoint, Inc.	284,721		21,915
			59,900
Health Care Technology - 0.1%
Quality Systems, Inc.	133,972		2,395
Pharmaceuticals - 8.2%
AbbVie, Inc.	232,256		9,915
AstraZeneca PLC sponsored ADR	309,552		15,865
Eli Lilly & Co.	211,770		11,258
Johnson & Johnson	636,418		53,574
Merck & Co., Inc.	1,035,560		48,361
Pfizer, Inc.	965,113		26,280
Sanofi SA	84,750		9,037
Teva Pharmaceutical Industries Ltd. sponsored ADR	240,598		9,191
Warner Chilcott PLC	552,268		10,604
			194,085
TOTAL HEALTH CARE			280,237
INDUSTRIALS - 9.6%
Aerospace & Defense - 1.5%
Raytheon Co.	176,427		11,757
The Boeing Co.	11,322		1,121
United Technologies Corp.	234,207		22,226
			35,104
Common Stocks - continued
	Shares		Value (000s)
INDUSTRIALS - continued
Air Freight & Logistics - 1.7%
C.H. Robinson Worldwide, Inc.	195,900		$ 11,106
United Parcel Service, Inc. Class B	346,190		29,738
			40,844
Commercial Services & Supplies - 1.2%
Intrum Justitia AB	253,384		5,346
Republic Services, Inc.	665,689		22,700
			28,046
Electrical Equipment - 0.5%
Eaton Corp. PLC	48,900		3,230
Emerson Electric Co.	81,900		4,706
Hubbell, Inc. Class B	46,369		4,657
			12,593
Industrial Conglomerates - 2.1%
General Electric Co.	2,164,361		50,473
Machinery - 1.5%
Briggs & Stratton Corp.	49,327		1,154
Cummins, Inc.	43,237		5,172
Douglas Dynamics, Inc.	222,450		3,110
Harsco Corp.	98,487		2,303
Illinois Tool Works, Inc.	71,966		5,047
Stanley Black & Decker, Inc.	218,795		17,333
			34,119
Professional Services - 0.4%
Acacia Research Corp.	135,002		3,375
Michael Page International PLC	1,043,518		6,101
			9,476
Road & Rail - 0.4%
Union Pacific Corp.	52,494		8,117
Trading Companies & Distributors - 0.3%
Watsco, Inc.	84,701		7,390
TOTAL INDUSTRIALS			226,162
INFORMATION TECHNOLOGY - 9.7%
Communications Equipment - 2.2%
Cisco Systems, Inc.	2,178,630		52,461
Computers & Peripherals - 0.6%
Apple, Inc.	28,168		12,667
Common Stocks - continued
	Shares		Value (000s)
INFORMATION TECHNOLOGY - continued
IT Services - 4.5%
Accenture PLC Class A	196,696		$ 16,151
Cognizant Technology Solutions Corp. Class A (a)	76,117		4,921
Fidelity National Information Services, Inc.	44,271		1,988
IBM Corp.	139,473		29,013
Paychex, Inc.	1,355,732		50,474
The Western Union Co.	196,200		3,214
			105,761
Semiconductors & Semiconductor Equipment - 1.1%
Applied Materials, Inc.	1,069,777		16,261
KLA-Tencor Corp.	86,021		4,842
Siliconware Precision Industries Co. Ltd. sponsored ADR	944,633		5,432
			26,535
Software - 1.3%
CA Technologies, Inc.	173,681		4,743
Microsoft Corp.	729,617		25,449
			30,192
TOTAL INFORMATION TECHNOLOGY			227,616
MATERIALS - 0.4%
Chemicals - 0.3%
Eastman Chemical Co.	44,800		3,213
Monsanto Co.	5,846		588
RPM International, Inc.	89,600		2,968
			6,769
Metals & Mining - 0.1%
Commercial Metals Co.	241,941		3,731
TOTAL MATERIALS			10,500
TELECOMMUNICATION SERVICES - 3.6%
Diversified Telecommunication Services - 2.8%
AT&T, Inc.	686,827		24,032
CenturyLink, Inc.	189,838		6,483
Verizon Communications, Inc.	730,067		35,394
			65,909
Common Stocks - continued
	Shares		Value (000s)
TELECOMMUNICATION SERVICES - continued
Wireless Telecommunication Services - 0.8%
Vodafone Group PLC	6,711,813		$ 19,452
TOTAL TELECOMMUNICATION SERVICES			85,361
UTILITIES - 2.4%
Electric Utilities - 1.6%
FirstEnergy Corp.	174,069		6,790
Hawaiian Electric Industries, Inc. (e)	146,400		3,831
Northeast Utilities	150,965		6,291
PPL Corp.	417,791		12,408
Southern Co.	203,241		8,922
			38,242
Multi-Utilities - 0.8%
PG&E Corp.	139,107		6,247
Sempra Energy	143,514		11,668
			17,915
TOTAL UTILITIES			56,157
TOTAL COMMON STOCKS (Cost $1,739,057)		2,077,845
Preferred Stocks - 2.5%
Convertible Preferred Stocks - 2.0%
CONSUMER DISCRETIONARY - 0.3%
Automobiles - 0.2%
General Motors Co. 4.75%	112,600		5,496
Media - 0.1%
Interpublic Group of Companies, Inc. 5.25%	2,000		2,494
TOTAL CONSUMER DISCRETIONARY			7,990
ENERGY - 0.1%
Oil, Gas & Consumable Fuels - 0.1%
Apache Corp. 6.00%	40,900		1,914
FINANCIALS - 0.4%
Commercial Banks - 0.3%
Huntington Bancshares, Inc. 8.50%	5,200		6,890
Preferred Stocks - continued
	Shares		Value (000s)
Convertible Preferred Stocks - continued
FINANCIALS - continued
Real Estate Investment Trusts - 0.1%
Health Care REIT, Inc. Series I, 6.50%	40,200		$ 2,544
TOTAL FINANCIALS			9,434
HEALTH CARE - 0.3%
Health Care Equipment & Supplies - 0.1%
Alere, Inc. 3.00%	10,339		2,453
Health Care Providers & Services - 0.2%
HealthSouth Corp. Series A, 6.50%	3,500		4,274
TOTAL HEALTH CARE			6,727
INDUSTRIALS - 0.3%
Aerospace & Defense - 0.3%
United Technologies Corp. 7.50%	98,200		5,925
MATERIALS - 0.1%
Metals & Mining - 0.1%
ArcelorMittal SA 6.00%	64,000		1,348
Cliffs Natural Resources, Inc. 7.00%	57,500		1,088
			2,436
TELECOMMUNICATION SERVICES - 0.0%
Diversified Telecommunication Services - 0.0%
Intelsat SA Series A, 5.75%	18,000		1,113
UTILITIES - 0.5%
Electric Utilities - 0.4%
NextEra Energy, Inc.:
5.889%	55,144		2,960
Series E, 5.599%	56,900		3,097
PPL Corp. 8.75%	46,700		2,515
			8,572
Multi-Utilities - 0.1%
CenterPoint Energy, Inc. 2.00% ZENS	62,700		3,002
TOTAL UTILITIES			11,574
TOTAL CONVERTIBLE PREFERRED STOCKS			47,113
Preferred Stocks - continued
	Shares		Value (000s)
Nonconvertible Preferred Stocks - 0.5%
CONSUMER DISCRETIONARY - 0.2%
Automobiles - 0.2%
Volkswagen AG	17,373		$ 3,815
FINANCIALS - 0.3%
Consumer Finance - 0.3%
Ally Financial, Inc. 7.00% (g)	8,105		7,923
TOTAL NONCONVERTIBLE PREFERRED STOCKS			11,738
TOTAL PREFERRED STOCKS (Cost $50,691)		58,851

Corporate Bonds - 3.9%
		Principal Amount (000s)(d)
Convertible Bonds - 3.8%
CONSUMER DISCRETIONARY - 0.2%
Automobiles - 0.2%
Volkswagen International Finance NV 5.5% 11/9/15 (g)	EUR	2,400		3,440
ENERGY - 0.4%
Oil, Gas & Consumable Fuels - 0.4%
Alpha Natural Resources, Inc. 3.75% 12/15/17		3,690		3,898
Amyris, Inc. 3% 2/27/17		516		367
Chesapeake Energy Corp. 2.5% 5/15/37		2,840		2,831
Cobalt International Energy, Inc. 2.625% 12/1/19		1,220		1,321
Ship Finance International Ltd. 3.25% 2/1/18		1,990		2,008
				10,425
FINANCIALS - 0.4%
Insurance - 0.2%
Fidelity National Financial, Inc. 4.25% 8/15/18		2,590		3,652
Thrifts & Mortgage Finance - 0.2%
MGIC Investment Corp. 9% 4/1/63 (g)		3,390		3,930
Radian Group, Inc. 2.25% 3/1/19		1,080		1,490
				5,420
TOTAL FINANCIALS				9,072
Corporate Bonds - continued
		Principal Amount (000s)(d)		Value (000s)
Convertible Bonds - continued
HEALTH CARE - 0.7%
Biotechnology - 0.1%
InterMune, Inc. 2.5% 12/15/17		$ 240		$ 263
Theravance, Inc. 2.125% 1/15/23		740		1,067
				1,330
Health Care Equipment & Supplies - 0.1%
Teleflex, Inc. 3.875% 8/1/17		2,150		2,943
Health Care Providers & Services - 0.5%
Molina Healthcare, Inc. 1.125% 1/15/20 (g)		2,030		2,272
WellPoint, Inc. 2.75% 10/15/42 (g)		7,500		9,329
				11,601
TOTAL HEALTH CARE				15,874
INDUSTRIALS - 0.4%
Commercial Services & Supplies - 0.2%
Covanta Holding Corp. 3.25% 6/1/14		4,570		6,010
Construction & Engineering - 0.2%
MasTec, Inc.:
4% 6/15/14		1,580		3,218
4.25% 12/15/14		460		960
				4,178
TOTAL INDUSTRIALS				10,188
INFORMATION TECHNOLOGY - 1.6%
Communications Equipment - 0.2%
InterDigital, Inc. 2.5% 3/15/16		3,480		3,837
Liberty Interactive LLC 0.75% 3/30/43 (g)		800		843
				4,680
Computers & Peripherals - 0.4%
EMC Corp. 1.75% 12/1/13		3,890		6,001
SanDisk Corp. 1.5% 8/15/17		2,030		2,701
				8,702
Internet Software & Services - 0.1%
VeriSign, Inc. 3.25% 8/15/37		1,690		2,516
Semiconductors & Semiconductor Equipment - 0.6%
GT Advanced Technologies, Inc. 3% 10/1/17		4,390		3,954
Intel Corp. 3.25% 8/1/39		3,620		4,706
Corporate Bonds - continued
		Principal Amount (000s)(d)		Value (000s)
Convertible Bonds - continued
INFORMATION TECHNOLOGY - continued
Semiconductors & Semiconductor Equipment - continued
Micron Technology, Inc.:
1.625% 2/15/33 (g)		$ 300		$ 381
2.125% 2/15/33 (g)		160		203
3.125% 5/1/32 (g)		3,160		4,385
				13,629
Software - 0.3%
Nuance Communications, Inc.:
2.75% 8/15/27		1,140		1,357
2.75% 11/1/31		6,750		6,995
				8,352
TOTAL INFORMATION TECHNOLOGY				37,879
TELECOMMUNICATION SERVICES - 0.1%
Wireless Telecommunication Services - 0.1%
Clearwire Communications LLC/Clearwire Finance, Inc. 8.25% 12/1/40 (g)		1,530		1,690
TOTAL CONVERTIBLE BONDS				88,568
Nonconvertible Bonds - 0.1%
FINANCIALS - 0.1%
Consumer Finance - 0.0%
GMAC LLC 8% 11/1/31		645		832
Diversified Financial Services - 0.1%
Goldman Sachs Capital II 4% (h)(i)		2,885		2,496
TOTAL FINANCIALS				3,328
TOTAL CORPORATE BONDS (Cost $82,389)			91,896

Other - 0.4%
	Principal Amount (000s)(d)		Value (000s)
ENERGY - 0.4%
Oil, Gas & Consumable Fuels - 0.4%
EQTY ER Holdings, LLC 12% 1/28/18 (f)(j)(k)	$ 5,667		$ 5,667
	Shares
EQTY ER Holdings, LLC (f)(j)(k)	2,833,333		2,833
TOTAL OTHER (Cost $8,500)			8,500
Money Market Funds - 5.6%
Fidelity Cash Central Fund, 0.12% (b)	120,743,298		120,743
Fidelity Securities Lending Cash Central Fund, 0.12% (b)(c)	11,580,425		11,580
TOTAL MONEY MARKET FUNDS (Cost $132,323)		132,323
TOTAL INVESTMENT PORTFOLIO - 100.6% (Cost $2,012,960)			2,369,415
NET OTHER ASSETS (LIABILITIES) - (0.6)%			(14,316)
NET ASSETS - 100%		$ 2,355,099

Currency Abbreviations
EUR	-	European Monetary Unit

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 are available on the SEC's website or upon request.

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

(d) Amount is stated in United States dollars unless otherwise noted.

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

(f) Affiliated company

(g) Security exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. At the end of the period, the value of these securities amounted to $34,396,000 or 1.5% of net assets.

(h) Security is perpetual in nature with no stated maturity date.

(i) Coupon rates for floating and adjustable rate securities reflect the rates in effect at period end.

(j) Investments represent a non-operating interest in oil and gas wells through an entity owned by the fund that is treated as a corporation for U.S. tax purposes.

(k) 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 $19,231,000 or 0.8% of net assets.

Additional information on each restricted holding is as follows:

Security	Acquisition Date	Acquisition Cost (000s)
Beazer Pre-Owned Rental Homes, Inc.	5/3/12 - 10/23/12	$ 1,920
EQTY ER Holdings, LLC 12% 1/28/18	1/29/13	$ 5,667
EQTY ER Holdings, LLC	1/29/13	$ 2,833
New Academy Holding Co. LLC unit	8/1/11	$ 5,565

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

Affiliated Central Funds

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

Fund	Income earned (Amounts in thousands)
Fidelity Cash Central Fund	$ 56
Fidelity Securities Lending Cash Central Fund	328
Total	$ 384

Other Affiliated Issuers

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

Affiliate (Amounts in thousands)	Value, beginning of period	Purchases	Sales Proceeds	Dividend Income	Value, end of period
EQTY ER Holdings, LLC 12% 1/28/18	$ -	$ 5,667	$ -	$ -	$ 5,667
EQTY ER Holdings, LLC	-	2,833	-	-	2,833
Total	$ -	$ 8,500	$ -	$ -	$ 8,500

Other Information

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

Valuation Inputs at Reporting Date:
Description (Amounts in thousands)	Total	Level 1	Level 2	Level 3
Investments in Securities:
Equities:
Consumer Discretionary	$ 230,299	$ 217,791	$ 3,793	$ 8,715
Consumer Staples	226,925	222,514	4,411	-
Energy	270,990	270,990	-	-
Financials	494,674	475,211	17,447	2,016
Health Care	286,964	273,653	13,311	-
Industrials	232,087	232,087	-	-
Information Technology	227,616	227,616	-	-
Materials	12,936	10,500	2,436	-
Telecommunication Services	86,474	67,022	19,452	-
Utilities	67,731	59,254	8,477	-
Corporate Bonds	91,896	1,357	90,539	-
Other/Energy	8,500	-	-	8,500
Money Market Funds	132,323	132,323	-	-
Total Investments in Securities:	$ 2,369,415	$ 2,190,318	$ 159,866	$ 19,231

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

Semiannual Report

Financial Statements

Statement of Assets and Liabilities

Amounts in thousands (except per-share amounts)	May 31, 2013 (Unaudited)
Assets
Investment in securities, at value (including securities loaned of $11,103) - See accompanying schedule: Unaffiliated issuers (cost $1,872,137)	$ 2,228,592
Fidelity Central Funds (cost $132,323)	132,323
Other affiliated issuers (cost $8,500)	8,500
Total Investments (cost $2,012,960)		$ 2,369,415
Cash		171
Receivable for investments sold		4,508
Receivable for fund shares sold		968
Dividends receivable		5,835
Interest receivable		672
Distributions receivable from Fidelity Central Funds		56
Prepaid expenses		1
Other receivables		113
Total assets		2,381,739
Liabilities
Payable for investments purchased	$ 9,938
Payable for fund shares redeemed	2,888
Accrued management fee	899
Distribution and service plan fees payable	715
Other affiliated payables	486
Other payables and accrued expenses	134
Collateral on securities loaned, at value	11,580
Total liabilities		26,640
Net Assets		$ 2,355,099
Net Assets consist of:
Paid in capital		$ 2,210,808
Undistributed net investment income		9,193
Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions		(221,346)
Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies		356,444
Net Assets		$ 2,355,099

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

Semiannual Report

Statement of Assets and Liabilities - continued

Amounts in thousands (except per-share amounts)	May 31, 2013 (Unaudited)
Calculation of Maximum Offering Price Class A: Net Asset Value and redemption price per share ($723,354 ÷ 24,648 shares)		$ 29.35
Maximum offering price per share (100/94.25 of $29.35)		$ 31.14
Class T: Net Asset Value and redemption price per share ($942,087 ÷ 31,615 shares)		$ 29.80
Maximum offering price per share (100/96.50 of $29.80)		$ 30.88
Class B: Net Asset Value and offering price per share ($29,224 ÷ 990 shares)A		$ 29.52
Class C: Net Asset Value and offering price per share ($170,946 ÷ 5,799 shares)A		$ 29.48
Institutional Class: Net Asset Value, offering price and redemption price per share ($489,488 ÷ 16,160 shares)		$ 30.29

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

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

Semiannual Report

Financial Statements - continued

Statement of Operations

Amounts in thousands Six months ended May 31, 2013 (Unaudited)
Investment Income
Dividends		$ 33,486
Interest		1,732
Income from Fidelity Central Funds		384
Total income		35,602
Expenses
Management fee	$ 5,100
Transfer agent fees	2,506
Distribution and service plan fees	4,043
Accounting and security lending fees	339
Custodian fees and expenses	23
Independent trustees' compensation	7
Registration fees	61
Audit	36
Legal	4
Miscellaneous	10
Total expenses before reductions	12,129
Expense reductions	(196)	11,933
Net investment income (loss)		23,669
Realized and Unrealized Gain (Loss) Net realized gain (loss) on:
Investment securities:
Unaffiliated issuers	97,559
Foreign currency transactions	(20)
Total net realized gain (loss)		97,539
Change in net unrealized appreciation (depreciation) on: Investment securities	215,196
Assets and liabilities in foreign currencies	(8)
Total change in net unrealized appreciation (depreciation)		215,188
Net gain (loss)		312,727
Net increase (decrease) in net assets resulting from operations		$ 336,396

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

Semiannual Report

Statement of Changes in Net Assets

Amounts in thousands	Six months ended May 31, 2013 (Unaudited)	Year ended November 30, 2012
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$ 23,669	$ 50,901
Net realized gain (loss)	97,539	109,033
Change in net unrealized appreciation (depreciation)	215,188	183,817
Net increase (decrease) in net assets resulting from operations	336,396	343,751
Distributions to shareholders from net investment income	(24,329)	(45,384)
Distributions to shareholders from net realized gain	(2,444)	-
Total distributions	(26,773)	(45,384)
Share transactions - net increase (decrease)	(73,913)	(210,314)
Total increase (decrease) in net assets	235,710	88,053
Net Assets
Beginning of period	2,119,389	2,031,336
End of period (including undistributed net investment income of $9,193 and undistributed net investment income of $9,853, respectively)	$ 2,355,099	$ 2,119,389

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

Semiannual Report

Financial Highlights - Class A

	Six months ended May 31, 2013	Years ended November 30
	(Unaudited)	2012	2011	2010	2009	2008
Selected Per-Share Data
Net asset value, beginning of period	$ 25.55	$ 22.18	$ 21.07	$ 20.26	$ 16.72	$ 30.63
Income from Investment Operations
Net investment income (loss) E	.30	.61	.42	.25	.28	.36
Net realized and unrealized gain (loss)	3.84	3.32	1.11	.81	3.58	(12.22)
Total from investment operations	4.14	3.93	1.53	1.06	3.86	(11.86)
Distributions from net investment income	(.31)	(.56)	(.42)	(.25)	(.32)	(.37)
Distributions from net realized gain	(.03)	-	-	-	-	(1.68)
Total distributions	(.34)	(.56)	(.42)	(.25)	(.32)	(2.05)
Net asset value, end of period	$ 29.35	$ 25.55	$ 22.18	$ 21.07	$ 20.26	$ 16.72
Total Return B, C, D	16.39%	17.90%	7.25%	5.26%	23.58%	(41.34)%
Ratios to Average Net Assets F, H
Expenses before reductions	.99% A	1.02%	1.03%	1.04%	1.07%	1.01%
Expenses net of fee waivers, if any	.99% A	1.02%	1.03%	1.04%	1.07%	1.01%
Expenses net of all reductions	.97% A	1.01%	1.02%	1.04%	1.07%	1.00%
Net investment income (loss)	2.20% A	2.52%	1.82%	1.21%	1.67%	1.46%
Supplemental Data
Net assets, end of period (in millions)	$ 723	$ 646	$ 634	$ 719	$ 831	$ 801
Portfolio turnover rate G	34% A	49%	89%	29%	76%	78%
AAnnualized BTotal returns for periods of less than one year are not annualized. CTotal returns would have been lower if certain expenses had not been reduced during the applicable periods shown. DTotal returns do not include the effect of the sales charges. ECalculated based on average shares outstanding during the period. FFees 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. GAmount does not include the portfolio activity of any underlying Fidelity Central Funds. HExpense 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.

Semiannual Report

Financial Highlights - Class T

	Six months ended May 31, 2013	Years ended November 30
	(Unaudited)	2012	2011	2010	2009	2008
Selected Per-Share Data
Net asset value, beginning of period	$ 25.94	$ 22.50	$ 21.37	$ 20.54	$ 16.94	$ 31.01
Income from Investment Operations
Net investment income (loss) E	.28	.57	.38	.22	.25	.31
Net realized and unrealized gain (loss)	3.90	3.37	1.13	.82	3.63	(12.39)
Total from investment operations	4.18	3.94	1.51	1.04	3.88	(12.08)
Distributions from net investment income	(.29)	(.50)	(.38)	(.21)	(.28)	(.31)
Distributions from net realized gain	(.03)	-	-	-	-	(1.68)
Total distributions	(.32)	(.50)	(.38)	(.21)	(.28)	(1.99)
Net asset value, end of period	$ 29.80	$ 25.94	$ 22.50	$ 21.37	$ 20.54	$ 16.94
Total Return B, C, D	16.25%	17.70%	7.02%	5.09%	23.35%	(41.49)%
Ratios to Average Net Assets F, H
Expenses before reductions	1.20% A	1.21%	1.22%	1.23%	1.28%	1.21%
Expenses net of fee waivers, if any	1.20% A	1.21%	1.22%	1.23%	1.28%	1.21%
Expenses net of all reductions	1.18% A	1.21%	1.21%	1.22%	1.27%	1.21%
Net investment income (loss)	1.99% A	2.32%	1.63%	1.03%	1.47%	1.25%
Supplemental Data
Net assets, end of period (in millions)	$ 942	$ 854	$ 862	$ 1,108	$ 1,264	$ 1,286
Portfolio turnover rate G	34% A	49%	89%	29%	76%	78%
AAnnualized BTotal returns for periods of less than one year are not annualized. CTotal returns would have been lower if certain expenses had not been reduced during the applicable periods shown. DTotal returns do not include the effect of the sales charges. ECalculated based on average shares outstanding during the period. FFees 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. GAmount does not include the portfolio activity of any underlying Fidelity Central Funds. HExpense 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.

Semiannual Report

Financial Highlights - Class B

	Six months ended May 31, 2013	Years ended November 30
	(Unaudited)	2012	2011	2010	2009	2008
Selected Per-Share Data
Net asset value, beginning of period	$ 25.69	$ 22.29	$ 21.16	$ 20.33	$ 16.77	$ 30.67
Income from Investment Operations
Net investment income (loss) E	.19	.42	.24	.09	.15	.17
Net realized and unrealized gain (loss)	3.87	3.34	1.12	.82	3.59	(12.26)
Total from investment operations	4.06	3.76	1.36	.91	3.74	(12.09)
Distributions from net investment income	(.20)	(.36)	(.23)	(.08)	(.18)	(.13)
Distributions from net realized gain	(.03)	-	-	-	-	(1.68)
Total distributions	(.23)	(.36)	(.23)	(.08)	(.18)	(1.81)
Net asset value, end of period	$ 29.52	$ 25.69	$ 22.29	$ 21.16	$ 20.33	$ 16.77
Total Return B, C, D	15.92%	16.97%	6.43%	4.49%	22.59%	(41.80)%
Ratios to Average Net Assets F, H
Expenses before reductions	1.80% A	1.80%	1.81%	1.82%	1.84%	1.80%
Expenses net of fee waivers, if any	1.80% A	1.80%	1.81%	1.82%	1.84%	1.80%
Expenses net of all reductions	1.78% A	1.80%	1.80%	1.81%	1.84%	1.80%
Net investment income (loss)	1.39% A	1.73%	1.04%	.44%	.90%	.66%
Supplemental Data
Net assets, end of period (in millions)	$ 29	$ 31	$ 42	$ 63	$ 88	$ 115
Portfolio turnover rate G	34% A	49%	89%	29%	76%	78%
AAnnualized BTotal returns for periods of less than one year are not annualized. CTotal returns would have been lower if certain expenses had not been reduced during the applicable periods shown. DTotal returns do not include the effect of the contingent deferred sales charge. ECalculated based on average shares outstanding during the period. FFees 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. GAmount does not include the portfolio activity of any underlying Fidelity Central Funds. HExpense 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.

Semiannual Report

Financial Highlights - Class C

	Six months ended May 31, 2013	Years ended November 30
	(Unaudited)	2012	2011	2010	2009	2008
Selected Per-Share Data
Net asset value, beginning of period	$ 25.66	$ 22.27	$ 21.16	$ 20.34	$ 16.78	$ 30.70
Income from Investment Operations
Net investment income (loss) E	.20	.43	.25	.09	.16	.17
Net realized and unrealized gain (loss)	3.86	3.33	1.11	.82	3.59	(12.26)
Total from investment operations	4.06	3.76	1.36	.91	3.75	(12.09)
Distributions from net investment income	(.21)	(.37)	(.25)	(.09)	(.19)	(.15)
Distributions from net realized gain	(.03)	-	-	-	-	(1.68)
Total distributions	(.24)	(.37)	(.25)	(.09)	(.19)	(1.83)
Net asset value, end of period	$ 29.48	$ 25.66	$ 22.27	$ 21.16	$ 20.34	$ 16.78
Total Return B, C, D	15.96%	17.03%	6.40%	4.50%	22.63%	(41.79)%
Ratios to Average Net Assets F, H
Expenses before reductions	1.75% A	1.77%	1.78%	1.80%	1.83%	1.77%
Expenses net of fee waivers, if any	1.75% A	1.77%	1.78%	1.80%	1.83%	1.77%
Expenses net of all reductions	1.73% A	1.77%	1.77%	1.79%	1.83%	1.77%
Net investment income (loss)	1.45% A	1.76%	1.06%	.46%	.91%	.70%
Supplemental Data
Net assets, end of period (in millions)	$ 171	$ 143	$ 134	$ 149	$ 165	$ 170
Portfolio turnover rate G	34% A	49%	89%	29%	76%	78%
AAnnualized BTotal returns for periods of less than one year are not annualized. CTotal returns would have been lower if certain expenses had not been reduced during the applicable periods shown. DTotal returns do not include the effect of the contingent deferred sales charge. ECalculated based on average shares outstanding during the period. FFees 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. GAmount does not include the portfolio activity of any underlying Fidelity Central Funds. HExpense 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.

Semiannual Report

Financial Highlights - Institutional Class

	Six months ended May 31, 2013	Years ended November 30
	(Unaudited)	2012	2011	2010	2009	2008
Selected Per-Share Data
Net asset value, beginning of period	$ 26.36	$ 22.86	$ 21.70	$ 20.85	$ 17.20	$ 31.46
Income from Investment Operations
Net investment income (loss) D	.35	.70	.50	.32	.34	.44
Net realized and unrealized gain (loss)	3.96	3.43	1.14	.83	3.68	(12.57)
Total from investment operations	4.31	4.13	1.64	1.15	4.02	(12.13)
Distributions from net investment income	(.35)	(.63)	(.48)	(.30)	(.37)	(.45)
Distributions from net realized gain	(.03)	-	-	-	-	(1.68)
Total distributions	(.38)	(.63)	(.48)	(.30)	(.37)	(2.13)
Net asset value, end of period	$ 30.29	$ 26.36	$ 22.86	$ 21.70	$ 20.85	$ 17.20
Total Return B, C	16.52%	18.27%	7.55%	5.56%	23.90%	(41.18)%
Ratios to Average Net Assets E, G
Expenses before reductions	.72% A	.73%	.74%	.77%	.79%	.72%
Expenses net of fee waivers, if any	.72% A	.73%	.74%	.77%	.79%	.72%
Expenses net of all reductions	.71% A	.73%	.73%	.76%	.78%	.72%
Net investment income (loss)	2.47% A	2.80%	2.10%	1.49%	1.96%	1.75%
Supplemental Data
Net assets, end of period (in millions)	$ 489	$ 445	$ 360	$ 464	$ 1,127	$ 1,249
Portfolio turnover rate F	34% A	49%	89%	29%	76%	78%
AAnnualized BTotal returns for periods of less than one year are not annualized. CTotal returns would have been lower if certain expenses had not been reduced during the applicable periods shown. DCalculated based on average shares outstanding during the period. EFees 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. FAmount does not include the portfolio activity of any underlying Fidelity Central Funds. GExpense 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.

Semiannual Report

Notes to Financial Statements

For the period ended May 31, 2013 (Unaudited)

(Amounts in thousands except percentages)

1. Organization.

Fidelity Advisor® Equity Income Fund (the Fund) is a fund of Fidelity Advisor Series I (the Trust) and is authorized to issue an unlimited number of shares. The Trust is registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end management investment company organized as a Massachusetts business trust. The Fund offers Class A, Class T, Class C, and Institutional Class shares, each of which, along with Class B shares, has equal rights as to assets and voting privileges. Class B shares are closed to new accounts and additional purchases, except for exchanges and reinvestments. Each class has exclusive voting rights with respect to matters that affect that class. Class B shares will automatically convert to Class A shares after a holding period of seven years from the initial date of purchase.

2. Investments in Fidelity Central Funds.

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

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

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 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:

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except percentages)

3. Significant Accounting Policies - continued

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

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

Level 1 - quoted prices in active markets for identical investments

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

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

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

Equity securities, including restricted securities, for which market quotations are readily available, are valued at the last reported sale price or official closing price as reported by a third party pricing vendor on the primary market or exchange on which they are traded and are categorized as Level 1 in the hierarchy. In the event there were no sales during the day or closing prices are not available, securities are valued at the last quoted bid price or may be valued using the last available price and are generally categorized as Level 2 in the hierarchy. For foreign equity securities, when market or security specific events arise, comparisons to the valuation of American Depositary Receipts (ADRs), futures contracts, Exchange-Traded Funds (ETFs) and certain indexes as well as quoted prices for similar securities may be used and would be categorized as Level 2 in the hierarchy. Utilizing these techniques may result in transfers between Level 1 and Level 2. For restricted equity securities and private placements where observable inputs are limited, assumptions about market activity and risk are used and these securities are generally categorized as Level 3 in the hierarchy.

Semiannual Report

3. Significant Accounting Policies - continued

Investment Valuation - continued

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

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

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 May 31, 2013, 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

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except percentages)

3. Significant Accounting Policies - continued

Investment Transactions and Income - continued

the ex-dividend date. Non-cash dividends included in dividend income, if any, are recorded at the fair market value of the securities received. Distributions received on securities that represent a return of capital or capital gain are recorded as a reduction of cost of investments and/or as a realized gain. Subsequent to ex-dividend date the Fund determines the components of these distributions, based upon receipt of tax filings or other correspondence relating to the underlying investment. Interest income and distributions from the Fidelity Central Funds are accrued as earned. Interest income includes coupon interest and amortization of premium and accretion of discount on debt securities. Investment income is recorded net of foreign taxes withheld where recovery of such taxes is uncertain.

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

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 income taxes is required. The Fund files a U.S. federal tax return, in addition to state and local tax returns as required. A fund's federal income tax returns are subject to examination by the Internal Revenue Service (IRS) for a period of three fiscal years after they are filed. State and local tax returns may be subject to examination for an additional fiscal year depending on the jurisdiction. Foreign taxes are provided for based on the Fund's understanding of the tax rules and rates that exist in the foreign markets in which it invests.

Semiannual Report

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.

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

Book-tax differences are primarily due to foreign currency transactions, partnerships, market discount, equity-debt classifications, deferred trustee compensation, capital loss carryforwards and losses deferred due to wash sales and excise tax regulations.

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

Gross unrealized appreciation	$ 383,973
Gross unrealized depreciation	(38,487)
Net unrealized appreciation (depreciation) on securities and other investments	$ 345,486
Tax cost	$ 2,023,929

Capital loss carryforwards are only available to offset future capital gains of the Fund to the extent provided by regulations and may be limited. Under the Regulated Investment Company Modernization Act of 2010 (the Act), the Fund is permitted to carry forward capital losses incurred in taxable years beginning after December 22, 2010 for an unlimited period and such capital losses are required to be used prior to any losses that expire. The capital loss carryforward information presented below, including any applicable limitation, is estimated as of fiscal period end and is subject to adjustment.

Fiscal year of expiration
2017	$ (302,542)

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.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except percentages)

4. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $365,370 and $509,631, respectively.

5. Fees and Other Transactions with Affiliates.

Management Fee. FMR and its affiliates provide the Fund with investment management related services for which the Fund pays a monthly management fee. The management fee is the sum of an individual fund fee rate that is based on an annual rate of .20% of the Fund's average net assets and an annualized group fee rate that averaged .26% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by FMR. The group fee rate decreases as assets under management increase and increases as assets under management decrease. For the period, the total annualized management fee rate was .45% of the Fund's average net assets.

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

	Distribution Fee	Service Fee	Total Fees	Retained by FDC
Class A	-%	.25%	$ 858	$ 4
Class T	.25%	.25%	2,255	4
Class B	.75%	.25%	153	115
Class C	.75%	.25%	777	67
			$ 4,043	$ 190

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.

Semiannual Report

5. Fees and Other Transactions with Affiliates - continued

Sales Load - continued

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

	Retained by FDC
Class A	$ 69
Class T	20
Class B*	12
Class C*	3
	$ 104

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

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

	Amount	% of Average Net Assets*
Class A	$ 836	.24
Class T	899	.20
Class B	46	.30
Class C	195	.25
Institutional Class	530	.23
	$ 2,506

* Annualized

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

Brokerage Commissions. The Fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of the investment adviser. Brokerage commissions are included in net realized gain (loss) and change in net unrealized appreciation (depreciation) in the Statement of Operations. The commissions paid to these affiliated firms were $7 for the period.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except percentages)

6. Committed Line of Credit.

The Fund participates with other funds managed by FMR or an affiliate in a $4.25 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro-rata portion of the line of credit, which amounted to $3 and is reflected in Miscellaneous expenses on the Statement of Operations. During the period, there were no borrowings on this line of credit.

7. Security Lending.

The Fund lends portfolio securities through a lending agent from time to time in order to earn additional income. For equity securities, a lending agent is used and may loan securities to certain qualified borrowers, including Fidelity Capital Markets (FCM), a broker-dealer affiliated with the Fund. On the settlement date of the loan, the Fund receives collateral (in the form of U.S. Treasury obligations, letters of credit and/or cash) against the loaned securities and maintains collateral in an amount not less than 100% of the market value of the loaned securities during the period of the loan. The market value of the loaned securities is determined at the close of business of the Fund and any additional required collateral is delivered to the Fund on the next business day. If the borrower defaults on its obligation to return the securities loaned because of insolvency or other reasons, the Fund may apply collateral received from the borrower against the obligation. The Fund may experience delays and costs in recovering the securities loaned. Any cash collateral received is invested in the Fidelity Securities Lending Cash Central Fund. The value of loaned securities and cash collateral at period end are disclosed on the Fund's Statement of Assets and Liabilities. 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 $328, including $1 from securities loaned to FCM.

8. Expense Reductions.

Many of the brokers with whom FMR places trades on behalf of the Fund provided services to the Fund in addition to trade execution. These services included payments of certain expenses on behalf of the Fund totaling $195 for the period. In addition, through arrangements with the Fund's custodian, credits realized as a result of uninvested cash balances were used to reduce the Fund's expenses. During the period, these credits reduced the Fund's custody expenses by $1.

Semiannual Report

9. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

	Six months ended May 31, 2013	Year ended November 30, 2012
From net investment income
Class A	$ 7,854	$ 14,971
Class T	9,266	17,872
Class B	233	544
Class C	1,183	2,166
Institutional Class	5,793	9,831
Total	$ 24,329	$ 45,384
From net realized gain
Class A	$ 754	$ -
Class T	982	-
Class B	36	-
Class C	167	-
Institutional Class	505	-
Total	$ 2,444	$ -

10. Share Transactions.

Transactions for each class of shares were as follows:

	Shares		Dollars
	Six months ended May 31, 2013	Year ended November 30, 2012	Six months ended May 31, 2013	Year ended November 30, 2012
Class A
Shares sold	1,704	3,213	$ 47,162	$ 77,551
Reinvestment of distributions	304	577	7,936	13,763
Shares redeemed	(2,655)	(7,076)	(72,684)	(170,494)
Net increase (decrease)	(647)	(3,286)	$ (17,586)	$ (79,180)
Class T
Shares sold	2,127	3,722	$ 59,781	$ 91,180
Reinvestment of distributions	372	709	9,838	17,138
Shares redeemed	(3,804)	(9,817)	(106,052)	(240,587)
Net increase (decrease)	(1,305)	(5,386)	$ (36,433)	$ (132,269)

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except percentages)

10. Share Transactions - continued

	Shares		Dollars
	Six months ended May 31, 2013	Year ended November 30, 2012	Six months ended May 31, 2013	Year ended November 30, 2012
Class B
Shares sold	20	27	$ 541	$ 663
Reinvestment of distributions	9	21	245	492
Shares redeemed	(261)	(695)	(7,222)	(16,864)
Net increase (decrease)	(232)	(647)	$ (6,436)	$ (15,709)
Class C
Shares sold	715	618	$ 20,003	$ 15,024
Reinvestment of distributions	45	79	1,180	1,896
Shares redeemed	(528)	(1,166)	(14,539)	(28,340)
Net increase (decrease)	232	(469)	$ 6,644	$ (11,420)
Institutional Class
Shares sold	1,140	5,436	$ 32,192	$ 134,907
Reinvestment of distributions	224	377	6,047	9,300
Shares redeemed	(2,085)	(4,659)	(58,341)	(115,943)
Net increase (decrease)	(721)	1,154	$ (20,102)	$ 28,264

11. Other.

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

Semiannual 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

JPMorgan Chase Bank

New York, NY

(Fidelity Investment logo)(registered trademark)

EPII-USAN-0713
1.786786.110

(Fidelity Investment logo)(registered trademark)

Fidelity Advisor®

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

Semiannual Report

May 31, 2013

(Fidelity Cover Art)

Contents

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.

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.

All other marks appearing herein are registered or unregistered trademarks or service marks of FMR LLC or an affiliated company. © 2013 FMR LLC. All rights reserved.

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.

Semiannual Report

Shareholder Expense Example

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

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (December 1, 2012 to May 31, 2013).

Actual Expenses

The first line of the accompanying table for each class of the Fund provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000.00 (for example, an $8,600 account value divided by $1,000.00 = 8.6), then multiply the result by the number in the first line for a class of the Fund under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period. 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.

Semiannual Report

Shareholder Expense Example - continued

	Annualized Expense RatioB	Beginning Account Value December 1, 2012	Ending Account Value May 31, 2013	Expenses Paid During Period* December 1, 2012 to May 31, 2013
Class A	.99%
Actual		$ 1,000.00	$ 1,163.90	$ 5.34
HypotheticalA		$ 1,000.00	$ 1,020.00	$ 4.99
Class T	1.20%
Actual		$ 1,000.00	$ 1,162.50	$ 6.47
HypotheticalA		$ 1,000.00	$ 1,018.95	$ 6.04
Class B	1.80%
Actual		$ 1,000.00	$ 1,159.20	$ 9.69
HypotheticalA		$ 1,000.00	$ 1,015.96	$ 9.05
Class C	1.75%
Actual		$ 1,000.00	$ 1,159.60	$ 9.42
HypotheticalA		$ 1,000.00	$ 1,016.21	$ 8.80
Institutional Class	.72%
Actual		$ 1,000.00	$ 1,165.20	$ 3.89
HypotheticalA		$ 1,000.00	$ 1,021.34	$ 3.63

^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 182/365 (to reflect the one-half year period).

Semiannual Report

Investment Changes (Unaudited)

Top Ten Stocks as of May 31, 2013
	% of fund's net assets	% of fund's net assets 6 months ago
JPMorgan Chase & Co.	3.9	3.5
Chevron Corp.	2.9	2.9
Wells Fargo & Co.	2.8	2.7
Comcast Corp. Class A	2.6	3.0
Procter & Gamble Co.	2.4	2.9
Johnson & Johnson	2.3	2.1
Exxon Mobil Corp.	2.2	1.9
Cisco Systems, Inc.	2.2	1.5
Paychex, Inc.	2.2	2.1
General Electric Co.	2.1	2.2
	25.6
Top Five Market Sectors as of May 31, 2013
	% of fund's net assets	% of fund's net assets 6 months ago
Financials	21.5	19.0
Health Care	12.9	13.8
Energy	12.3	13.6
Information Technology	11.3	9.9
Industrials	10.3	10.2

Asset Allocation (% of fund's net assets)
As of May 31, 2013*			As of November 30, 2012**
	Stocks 88.7%			Stocks 92.0%
	Bonds 0.1%			Bonds 0.5%
	Convertible Securities 5.8%			Convertible Securities 5.0%
	Other Investments 0.4%			Other Investments 0.1%
	Short-Term Investments and Net Other Assets (Liabilities) 5.0%			Short-Term Investments and Net Other Assets (Liabilities) 2.4%
* Foreign investments		9.9%	** Foreign investments		12.8%

Semiannual Report

Investments May 31, 2013 (Unaudited)

Showing Percentage of Net Assets

Common Stocks - 88.2%
	Shares		Value (000s)
CONSUMER DISCRETIONARY - 9.3%
Auto Components - 0.2%
Gentex Corp.	217,433		$ 4,973
Diversified Consumer Services - 0.2%
H&R Block, Inc.	59,900		1,753
Strayer Education, Inc. (e)	56,747		3,035
			4,788
Hotels, Restaurants & Leisure - 1.4%
McDonald's Corp.	195,417		18,871
Texas Roadhouse, Inc. Class A	259,485		6,137
Wynn Resorts Ltd.	8,050		1,094
Yum! Brands, Inc.	112,383		7,614
			33,716
Leisure Equipment & Products - 0.4%
New Academy Holding Co. LLC unit (a)(k)(l)	52,800		8,715
Media - 4.2%
Comcast Corp. Class A	1,536,845		61,704
DIRECTV (a)	41,398		2,531
Sinclair Broadcast Group, Inc. Class A	25,400		687
Time Warner, Inc.	580,275		33,871
			98,793
Multiline Retail - 1.8%
Kohl's Corp.	146,883		7,551
Target Corp.	507,567		35,276
			42,827
Specialty Retail - 0.9%
Lowe's Companies, Inc.	349,200		14,705
Point, Inc.	29,220		1,299
Staples, Inc.	324,533		4,868
			20,872
Textiles, Apparel & Luxury Goods - 0.2%
Coach, Inc.	65,400		3,810
TOTAL CONSUMER DISCRETIONARY			218,494
CONSUMER STAPLES - 9.6%
Beverages - 2.2%
Anheuser-Busch InBev SA NV	47,897		4,411
Molson Coors Brewing Co. Class B	164,505		8,128
Common Stocks - continued
	Shares		Value (000s)
CONSUMER STAPLES - continued
Beverages - continued
PepsiCo, Inc.	311,559		$ 25,165
The Coca-Cola Co.	357,388		14,292
			51,996
Food & Staples Retailing - 2.4%
CVS Caremark Corp.	157,900		9,092
Safeway, Inc.	441,832		10,167
Sysco Corp.	106,868		3,612
Wal-Mart Stores, Inc.	145,850		10,915
Walgreen Co.	466,469		22,279
			56,065
Food Products - 0.9%
Kellogg Co.	337,652		20,951
Household Products - 2.4%
Procter & Gamble Co.	751,190		57,661
Tobacco - 1.7%
Altria Group, Inc.	436,065		15,742
British American Tobacco PLC sponsored ADR	52,431		5,755
Lorillard, Inc.	287,953		12,221
Philip Morris International, Inc.	71,878		6,534
			40,252
TOTAL CONSUMER STAPLES			226,925
ENERGY - 11.4%
Energy Equipment & Services - 1.3%
Ensco PLC Class A	68,900		4,146
Halliburton Co.	87,400		3,658
National Oilwell Varco, Inc.	69,605		4,893
Noble Corp.	237,517		9,204
Schlumberger Ltd.	65,900		4,813
Trinidad Drilling Ltd.	455,100		3,218
			29,932
Oil, Gas & Consumable Fuels - 10.1%
Apache Corp.	146,027		11,993
BG Group PLC	60,800		1,121
Canadian Natural Resources Ltd.	300,000		8,941
Chevron Corp.	556,069		68,257
EV Energy Partners LP	126,352		4,809
Exxon Mobil Corp.	584,172		52,850
Common Stocks - continued
	Shares		Value (000s)
ENERGY - continued
Oil, Gas & Consumable Fuels - continued
Holly Energy Partners LP	109,512		$ 3,938
HollyFrontier Corp.	73,449		3,636
Legacy Reserves LP	109,599		2,904
Markwest Energy Partners LP	164,388		10,823
Occidental Petroleum Corp.	198,603		18,285
Penn West Petroleum Ltd.	312,800		3,198
Royal Dutch Shell PLC Class A sponsored ADR	165,858		11,008
Southcross Energy Partners LP	51,650		1,160
Suncor Energy, Inc.	385,200		11,685
The Williams Companies, Inc.	557,425		19,610
Tsakos Energy Navigation Ltd.	290,077		1,410
Western Gas Equity Partners LP	16,228		607
Williams Partners LP	58,300		2,909
			239,144
TOTAL ENERGY			269,076
FINANCIALS - 20.3%
Capital Markets - 3.5%
Apollo Investment Corp.	686,552		5,692
Artisan Partners Asset Management, Inc.	49,078		2,293
Ashmore Group PLC	897,225		5,428
BlackRock, Inc. Class A	38,100		10,638
Charles Schwab Corp.	605,634		12,028
Greenhill & Co., Inc.	37,900		1,888
KKR & Co. LP	757,864		14,763
Manning & Napier, Inc. Class A	57,761		1,149
Morgan Stanley	611,944		15,849
The Blackstone Group LP	543,772		11,903
			81,631
Commercial Banks - 5.4%
Comerica, Inc.	122,480		4,837
Cullen/Frost Bankers, Inc. (e)	87,469		5,629
M&T Bank Corp. (e)	124,717		13,083
PNC Financial Services Group, Inc.	66,300		4,750
Standard Chartered PLC (United Kingdom)	333,833		7,796
SunTrust Banks, Inc.	228,901		7,345
U.S. Bancorp	530,600		18,603
Wells Fargo & Co.	1,597,550		64,781
			126,824
Common Stocks - continued
	Shares		Value (000s)
FINANCIALS - continued
Diversified Financial Services - 4.8%
Bank of America Corp.	462,094		$ 6,312
JPMorgan Chase & Co.	1,671,757		91,258
KKR Financial Holdings LLC	1,381,386		14,532
			112,102
Insurance - 4.8%
ACE Ltd.	196,911		17,659
AFLAC, Inc.	150,300		8,370
Berkshire Hathaway, Inc. Class B (a)	58,310		6,651
esure Group PLC	702,700		3,326
Hanover Insurance Group, Inc.	90,074		4,524
MetLife, Inc.	1,036,290		45,814
MetLife, Inc. unit	131,385		6,980
Prudential Financial, Inc.	150,600		10,387
Validus Holdings Ltd.	282,874		10,215
			113,926
Real Estate Investment Trusts - 1.7%
American Capital Agency Corp.	291,614		7,524
Annaly Capital Management, Inc.	480,000		6,518
CommonWealth REIT	99,342		2,031
Coresite Realty Corp.	20,320		653
First Potomac Realty Trust	133,536		1,827
Home Properties, Inc.	65,100		3,956
Rayonier, Inc.	112,252		6,219
Retail Properties America, Inc.	389,697		5,947
Silver Bay Realty Trust Corp.	9,038		161
Two Harbors Investment Corp.	288,015		3,177
Ventas, Inc.	39,294		2,804
			40,817
Real Estate Management & Development - 0.1%
Beazer Pre-Owned Rental Homes, Inc. (k)	96,000		2,016
Thrifts & Mortgage Finance - 0.0%
Radian Group, Inc.	100		1
TOTAL FINANCIALS			477,317
Common Stocks - continued
	Shares		Value (000s)
HEALTH CARE - 11.9%
Biotechnology - 0.5%
Amgen, Inc.	68,675		$ 6,904
PDL BioPharma, Inc. (e)	493,705		4,073
			10,977
Health Care Equipment & Supplies - 0.6%
Covidien PLC	111,200		7,072
St. Jude Medical, Inc.	134,362		5,808
			12,880
Health Care Providers & Services - 2.5%
Aetna, Inc.	234,500		14,159
McKesson Corp.	33,310		3,793
Quest Diagnostics, Inc.	76,890		4,755
UnitedHealth Group, Inc.	243,939		15,278
WellPoint, Inc.	284,721		21,915
			59,900
Health Care Technology - 0.1%
Quality Systems, Inc.	133,972		2,395
Pharmaceuticals - 8.2%
AbbVie, Inc.	232,256		9,915
AstraZeneca PLC sponsored ADR	309,552		15,865
Eli Lilly & Co.	211,770		11,258
Johnson & Johnson	636,418		53,574
Merck & Co., Inc.	1,035,560		48,361
Pfizer, Inc.	965,113		26,280
Sanofi SA	84,750		9,037
Teva Pharmaceutical Industries Ltd. sponsored ADR	240,598		9,191
Warner Chilcott PLC	552,268		10,604
			194,085
TOTAL HEALTH CARE			280,237
INDUSTRIALS - 9.6%
Aerospace & Defense - 1.5%
Raytheon Co.	176,427		11,757
The Boeing Co.	11,322		1,121
United Technologies Corp.	234,207		22,226
			35,104
Common Stocks - continued
	Shares		Value (000s)
INDUSTRIALS - continued
Air Freight & Logistics - 1.7%
C.H. Robinson Worldwide, Inc.	195,900		$ 11,106
United Parcel Service, Inc. Class B	346,190		29,738
			40,844
Commercial Services & Supplies - 1.2%
Intrum Justitia AB	253,384		5,346
Republic Services, Inc.	665,689		22,700
			28,046
Electrical Equipment - 0.5%
Eaton Corp. PLC	48,900		3,230
Emerson Electric Co.	81,900		4,706
Hubbell, Inc. Class B	46,369		4,657
			12,593
Industrial Conglomerates - 2.1%
General Electric Co.	2,164,361		50,473
Machinery - 1.5%
Briggs & Stratton Corp.	49,327		1,154
Cummins, Inc.	43,237		5,172
Douglas Dynamics, Inc.	222,450		3,110
Harsco Corp.	98,487		2,303
Illinois Tool Works, Inc.	71,966		5,047
Stanley Black & Decker, Inc.	218,795		17,333
			34,119
Professional Services - 0.4%
Acacia Research Corp.	135,002		3,375
Michael Page International PLC	1,043,518		6,101
			9,476
Road & Rail - 0.4%
Union Pacific Corp.	52,494		8,117
Trading Companies & Distributors - 0.3%
Watsco, Inc.	84,701		7,390
TOTAL INDUSTRIALS			226,162
INFORMATION TECHNOLOGY - 9.7%
Communications Equipment - 2.2%
Cisco Systems, Inc.	2,178,630		52,461
Computers & Peripherals - 0.6%
Apple, Inc.	28,168		12,667
Common Stocks - continued
	Shares		Value (000s)
INFORMATION TECHNOLOGY - continued
IT Services - 4.5%
Accenture PLC Class A	196,696		$ 16,151
Cognizant Technology Solutions Corp. Class A (a)	76,117		4,921
Fidelity National Information Services, Inc.	44,271		1,988
IBM Corp.	139,473		29,013
Paychex, Inc.	1,355,732		50,474
The Western Union Co.	196,200		3,214
			105,761
Semiconductors & Semiconductor Equipment - 1.1%
Applied Materials, Inc.	1,069,777		16,261
KLA-Tencor Corp.	86,021		4,842
Siliconware Precision Industries Co. Ltd. sponsored ADR	944,633		5,432
			26,535
Software - 1.3%
CA Technologies, Inc.	173,681		4,743
Microsoft Corp.	729,617		25,449
			30,192
TOTAL INFORMATION TECHNOLOGY			227,616
MATERIALS - 0.4%
Chemicals - 0.3%
Eastman Chemical Co.	44,800		3,213
Monsanto Co.	5,846		588
RPM International, Inc.	89,600		2,968
			6,769
Metals & Mining - 0.1%
Commercial Metals Co.	241,941		3,731
TOTAL MATERIALS			10,500
TELECOMMUNICATION SERVICES - 3.6%
Diversified Telecommunication Services - 2.8%
AT&T, Inc.	686,827		24,032
CenturyLink, Inc.	189,838		6,483
Verizon Communications, Inc.	730,067		35,394
			65,909
Common Stocks - continued
	Shares		Value (000s)
TELECOMMUNICATION SERVICES - continued
Wireless Telecommunication Services - 0.8%
Vodafone Group PLC	6,711,813		$ 19,452
TOTAL TELECOMMUNICATION SERVICES			85,361
UTILITIES - 2.4%
Electric Utilities - 1.6%
FirstEnergy Corp.	174,069		6,790
Hawaiian Electric Industries, Inc. (e)	146,400		3,831
Northeast Utilities	150,965		6,291
PPL Corp.	417,791		12,408
Southern Co.	203,241		8,922
			38,242
Multi-Utilities - 0.8%
PG&E Corp.	139,107		6,247
Sempra Energy	143,514		11,668
			17,915
TOTAL UTILITIES			56,157
TOTAL COMMON STOCKS (Cost $1,739,057)		2,077,845
Preferred Stocks - 2.5%
Convertible Preferred Stocks - 2.0%
CONSUMER DISCRETIONARY - 0.3%
Automobiles - 0.2%
General Motors Co. 4.75%	112,600		5,496
Media - 0.1%
Interpublic Group of Companies, Inc. 5.25%	2,000		2,494
TOTAL CONSUMER DISCRETIONARY			7,990
ENERGY - 0.1%
Oil, Gas & Consumable Fuels - 0.1%
Apache Corp. 6.00%	40,900		1,914
FINANCIALS - 0.4%
Commercial Banks - 0.3%
Huntington Bancshares, Inc. 8.50%	5,200		6,890
Preferred Stocks - continued
	Shares		Value (000s)
Convertible Preferred Stocks - continued
FINANCIALS - continued
Real Estate Investment Trusts - 0.1%
Health Care REIT, Inc. Series I, 6.50%	40,200		$ 2,544
TOTAL FINANCIALS			9,434
HEALTH CARE - 0.3%
Health Care Equipment & Supplies - 0.1%
Alere, Inc. 3.00%	10,339		2,453
Health Care Providers & Services - 0.2%
HealthSouth Corp. Series A, 6.50%	3,500		4,274
TOTAL HEALTH CARE			6,727
INDUSTRIALS - 0.3%
Aerospace & Defense - 0.3%
United Technologies Corp. 7.50%	98,200		5,925
MATERIALS - 0.1%
Metals & Mining - 0.1%
ArcelorMittal SA 6.00%	64,000		1,348
Cliffs Natural Resources, Inc. 7.00%	57,500		1,088
			2,436
TELECOMMUNICATION SERVICES - 0.0%
Diversified Telecommunication Services - 0.0%
Intelsat SA Series A, 5.75%	18,000		1,113
UTILITIES - 0.5%
Electric Utilities - 0.4%
NextEra Energy, Inc.:
5.889%	55,144		2,960
Series E, 5.599%	56,900		3,097
PPL Corp. 8.75%	46,700		2,515
			8,572
Multi-Utilities - 0.1%
CenterPoint Energy, Inc. 2.00% ZENS	62,700		3,002
TOTAL UTILITIES			11,574
TOTAL CONVERTIBLE PREFERRED STOCKS			47,113
Preferred Stocks - continued
	Shares		Value (000s)
Nonconvertible Preferred Stocks - 0.5%
CONSUMER DISCRETIONARY - 0.2%
Automobiles - 0.2%
Volkswagen AG	17,373		$ 3,815
FINANCIALS - 0.3%
Consumer Finance - 0.3%
Ally Financial, Inc. 7.00% (g)	8,105		7,923
TOTAL NONCONVERTIBLE PREFERRED STOCKS			11,738
TOTAL PREFERRED STOCKS (Cost $50,691)		58,851

Corporate Bonds - 3.9%
		Principal Amount (000s)(d)
Convertible Bonds - 3.8%
CONSUMER DISCRETIONARY - 0.2%
Automobiles - 0.2%
Volkswagen International Finance NV 5.5% 11/9/15 (g)	EUR	2,400		3,440
ENERGY - 0.4%
Oil, Gas & Consumable Fuels - 0.4%
Alpha Natural Resources, Inc. 3.75% 12/15/17		3,690		3,898
Amyris, Inc. 3% 2/27/17		516		367
Chesapeake Energy Corp. 2.5% 5/15/37		2,840		2,831
Cobalt International Energy, Inc. 2.625% 12/1/19		1,220		1,321
Ship Finance International Ltd. 3.25% 2/1/18		1,990		2,008
				10,425
FINANCIALS - 0.4%
Insurance - 0.2%
Fidelity National Financial, Inc. 4.25% 8/15/18		2,590		3,652
Thrifts & Mortgage Finance - 0.2%
MGIC Investment Corp. 9% 4/1/63 (g)		3,390		3,930
Radian Group, Inc. 2.25% 3/1/19		1,080		1,490
				5,420
TOTAL FINANCIALS				9,072
Corporate Bonds - continued
		Principal Amount (000s)(d)		Value (000s)
Convertible Bonds - continued
HEALTH CARE - 0.7%
Biotechnology - 0.1%
InterMune, Inc. 2.5% 12/15/17		$ 240		$ 263
Theravance, Inc. 2.125% 1/15/23		740		1,067
				1,330
Health Care Equipment & Supplies - 0.1%
Teleflex, Inc. 3.875% 8/1/17		2,150		2,943
Health Care Providers & Services - 0.5%
Molina Healthcare, Inc. 1.125% 1/15/20 (g)		2,030		2,272
WellPoint, Inc. 2.75% 10/15/42 (g)		7,500		9,329
				11,601
TOTAL HEALTH CARE				15,874
INDUSTRIALS - 0.4%
Commercial Services & Supplies - 0.2%
Covanta Holding Corp. 3.25% 6/1/14		4,570		6,010
Construction & Engineering - 0.2%
MasTec, Inc.:
4% 6/15/14		1,580		3,218
4.25% 12/15/14		460		960
				4,178
TOTAL INDUSTRIALS				10,188
INFORMATION TECHNOLOGY - 1.6%
Communications Equipment - 0.2%
InterDigital, Inc. 2.5% 3/15/16		3,480		3,837
Liberty Interactive LLC 0.75% 3/30/43 (g)		800		843
				4,680
Computers & Peripherals - 0.4%
EMC Corp. 1.75% 12/1/13		3,890		6,001
SanDisk Corp. 1.5% 8/15/17		2,030		2,701
				8,702
Internet Software & Services - 0.1%
VeriSign, Inc. 3.25% 8/15/37		1,690		2,516
Semiconductors & Semiconductor Equipment - 0.6%
GT Advanced Technologies, Inc. 3% 10/1/17		4,390		3,954
Intel Corp. 3.25% 8/1/39		3,620		4,706
Corporate Bonds - continued
		Principal Amount (000s)(d)		Value (000s)
Convertible Bonds - continued
INFORMATION TECHNOLOGY - continued
Semiconductors & Semiconductor Equipment - continued
Micron Technology, Inc.:
1.625% 2/15/33 (g)		$ 300		$ 381
2.125% 2/15/33 (g)		160		203
3.125% 5/1/32 (g)		3,160		4,385
				13,629
Software - 0.3%
Nuance Communications, Inc.:
2.75% 8/15/27		1,140		1,357
2.75% 11/1/31		6,750		6,995
				8,352
TOTAL INFORMATION TECHNOLOGY				37,879
TELECOMMUNICATION SERVICES - 0.1%
Wireless Telecommunication Services - 0.1%
Clearwire Communications LLC/Clearwire Finance, Inc. 8.25% 12/1/40 (g)		1,530		1,690
TOTAL CONVERTIBLE BONDS				88,568
Nonconvertible Bonds - 0.1%
FINANCIALS - 0.1%
Consumer Finance - 0.0%
GMAC LLC 8% 11/1/31		645		832
Diversified Financial Services - 0.1%
Goldman Sachs Capital II 4% (h)(i)		2,885		2,496
TOTAL FINANCIALS				3,328
TOTAL CORPORATE BONDS (Cost $82,389)			91,896

Other - 0.4%
	Principal Amount (000s)(d)		Value (000s)
ENERGY - 0.4%
Oil, Gas & Consumable Fuels - 0.4%
EQTY ER Holdings, LLC 12% 1/28/18 (f)(j)(k)	$ 5,667		$ 5,667
	Shares
EQTY ER Holdings, LLC (f)(j)(k)	2,833,333		2,833
TOTAL OTHER (Cost $8,500)			8,500
Money Market Funds - 5.6%
Fidelity Cash Central Fund, 0.12% (b)	120,743,298		120,743
Fidelity Securities Lending Cash Central Fund, 0.12% (b)(c)	11,580,425		11,580
TOTAL MONEY MARKET FUNDS (Cost $132,323)		132,323
TOTAL INVESTMENT PORTFOLIO - 100.6% (Cost $2,012,960)			2,369,415
NET OTHER ASSETS (LIABILITIES) - (0.6)%			(14,316)
NET ASSETS - 100%		$ 2,355,099

Currency Abbreviations
EUR	-	European Monetary Unit

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 are available on the SEC's website or upon request.

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

(d) Amount is stated in United States dollars unless otherwise noted.

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

(f) Affiliated company

(g) Security exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. At the end of the period, the value of these securities amounted to $34,396,000 or 1.5% of net assets.

(h) Security is perpetual in nature with no stated maturity date.

(i) Coupon rates for floating and adjustable rate securities reflect the rates in effect at period end.

(j) Investments represent a non-operating interest in oil and gas wells through an entity owned by the fund that is treated as a corporation for U.S. tax purposes.

(k) 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 $19,231,000 or 0.8% of net assets.

Additional information on each restricted holding is as follows:

Security	Acquisition Date	Acquisition Cost (000s)
Beazer Pre-Owned Rental Homes, Inc.	5/3/12 - 10/23/12	$ 1,920
EQTY ER Holdings, LLC 12% 1/28/18	1/29/13	$ 5,667
EQTY ER Holdings, LLC	1/29/13	$ 2,833
New Academy Holding Co. LLC unit	8/1/11	$ 5,565

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

Affiliated Central Funds

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

Fund	Income earned (Amounts in thousands)
Fidelity Cash Central Fund	$ 56
Fidelity Securities Lending Cash Central Fund	328
Total	$ 384

Other Affiliated Issuers

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

Affiliate (Amounts in thousands)	Value, beginning of period	Purchases	Sales Proceeds	Dividend Income	Value, end of period
EQTY ER Holdings, LLC 12% 1/28/18	$ -	$ 5,667	$ -	$ -	$ 5,667
EQTY ER Holdings, LLC	-	2,833	-	-	2,833
Total	$ -	$ 8,500	$ -	$ -	$ 8,500

Other Information

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

Valuation Inputs at Reporting Date:
Description (Amounts in thousands)	Total	Level 1	Level 2	Level 3
Investments in Securities:
Equities:
Consumer Discretionary	$ 230,299	$ 217,791	$ 3,793	$ 8,715
Consumer Staples	226,925	222,514	4,411	-
Energy	270,990	270,990	-	-
Financials	494,674	475,211	17,447	2,016
Health Care	286,964	273,653	13,311	-
Industrials	232,087	232,087	-	-
Information Technology	227,616	227,616	-	-
Materials	12,936	10,500	2,436	-
Telecommunication Services	86,474	67,022	19,452	-
Utilities	67,731	59,254	8,477	-
Corporate Bonds	91,896	1,357	90,539	-
Other/Energy	8,500	-	-	8,500
Money Market Funds	132,323	132,323	-	-
Total Investments in Securities:	$ 2,369,415	$ 2,190,318	$ 159,866	$ 19,231

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

Semiannual Report

Financial Statements

Statement of Assets and Liabilities

Amounts in thousands (except per-share amounts)	May 31, 2013 (Unaudited)
Assets
Investment in securities, at value (including securities loaned of $11,103) - See accompanying schedule: Unaffiliated issuers (cost $1,872,137)	$ 2,228,592
Fidelity Central Funds (cost $132,323)	132,323
Other affiliated issuers (cost $8,500)	8,500
Total Investments (cost $2,012,960)		$ 2,369,415
Cash		171
Receivable for investments sold		4,508
Receivable for fund shares sold		968
Dividends receivable		5,835
Interest receivable		672
Distributions receivable from Fidelity Central Funds		56
Prepaid expenses		1
Other receivables		113
Total assets		2,381,739
Liabilities
Payable for investments purchased	$ 9,938
Payable for fund shares redeemed	2,888
Accrued management fee	899
Distribution and service plan fees payable	715
Other affiliated payables	486
Other payables and accrued expenses	134
Collateral on securities loaned, at value	11,580
Total liabilities		26,640
Net Assets		$ 2,355,099
Net Assets consist of:
Paid in capital		$ 2,210,808
Undistributed net investment income		9,193
Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions		(221,346)
Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies		356,444
Net Assets		$ 2,355,099

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

Semiannual Report

Statement of Assets and Liabilities - continued

Amounts in thousands (except per-share amounts)	May 31, 2013 (Unaudited)
Calculation of Maximum Offering Price Class A: Net Asset Value and redemption price per share ($723,354 ÷ 24,648 shares)		$ 29.35
Maximum offering price per share (100/94.25 of $29.35)		$ 31.14
Class T: Net Asset Value and redemption price per share ($942,087 ÷ 31,615 shares)		$ 29.80
Maximum offering price per share (100/96.50 of $29.80)		$ 30.88
Class B: Net Asset Value and offering price per share ($29,224 ÷ 990 shares)A		$ 29.52
Class C: Net Asset Value and offering price per share ($170,946 ÷ 5,799 shares)A		$ 29.48
Institutional Class: Net Asset Value, offering price and redemption price per share ($489,488 ÷ 16,160 shares)		$ 30.29

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

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

Semiannual Report

Financial Statements - continued

Statement of Operations

Amounts in thousands Six months ended May 31, 2013 (Unaudited)
Investment Income
Dividends		$ 33,486
Interest		1,732
Income from Fidelity Central Funds		384
Total income		35,602
Expenses
Management fee	$ 5,100
Transfer agent fees	2,506
Distribution and service plan fees	4,043
Accounting and security lending fees	339
Custodian fees and expenses	23
Independent trustees' compensation	7
Registration fees	61
Audit	36
Legal	4
Miscellaneous	10
Total expenses before reductions	12,129
Expense reductions	(196)	11,933
Net investment income (loss)		23,669
Realized and Unrealized Gain (Loss) Net realized gain (loss) on:
Investment securities:
Unaffiliated issuers	97,559
Foreign currency transactions	(20)
Total net realized gain (loss)		97,539
Change in net unrealized appreciation (depreciation) on: Investment securities	215,196
Assets and liabilities in foreign currencies	(8)
Total change in net unrealized appreciation (depreciation)		215,188
Net gain (loss)		312,727
Net increase (decrease) in net assets resulting from operations		$ 336,396

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

Semiannual Report

Statement of Changes in Net Assets

Amounts in thousands	Six months ended May 31, 2013 (Unaudited)	Year ended November 30, 2012
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$ 23,669	$ 50,901
Net realized gain (loss)	97,539	109,033
Change in net unrealized appreciation (depreciation)	215,188	183,817
Net increase (decrease) in net assets resulting from operations	336,396	343,751
Distributions to shareholders from net investment income	(24,329)	(45,384)
Distributions to shareholders from net realized gain	(2,444)	-
Total distributions	(26,773)	(45,384)
Share transactions - net increase (decrease)	(73,913)	(210,314)
Total increase (decrease) in net assets	235,710	88,053
Net Assets
Beginning of period	2,119,389	2,031,336
End of period (including undistributed net investment income of $9,193 and undistributed net investment income of $9,853, respectively)	$ 2,355,099	$ 2,119,389

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

Semiannual Report

Financial Highlights - Class A

	Six months ended May 31, 2013	Years ended November 30
	(Unaudited)	2012	2011	2010	2009	2008
Selected Per-Share Data
Net asset value, beginning of period	$ 25.55	$ 22.18	$ 21.07	$ 20.26	$ 16.72	$ 30.63
Income from Investment Operations
Net investment income (loss) E	.30	.61	.42	.25	.28	.36
Net realized and unrealized gain (loss)	3.84	3.32	1.11	.81	3.58	(12.22)
Total from investment operations	4.14	3.93	1.53	1.06	3.86	(11.86)
Distributions from net investment income	(.31)	(.56)	(.42)	(.25)	(.32)	(.37)
Distributions from net realized gain	(.03)	-	-	-	-	(1.68)
Total distributions	(.34)	(.56)	(.42)	(.25)	(.32)	(2.05)
Net asset value, end of period	$ 29.35	$ 25.55	$ 22.18	$ 21.07	$ 20.26	$ 16.72
Total Return B, C, D	16.39%	17.90%	7.25%	5.26%	23.58%	(41.34)%
Ratios to Average Net Assets F, H
Expenses before reductions	.99% A	1.02%	1.03%	1.04%	1.07%	1.01%
Expenses net of fee waivers, if any	.99% A	1.02%	1.03%	1.04%	1.07%	1.01%
Expenses net of all reductions	.97% A	1.01%	1.02%	1.04%	1.07%	1.00%
Net investment income (loss)	2.20% A	2.52%	1.82%	1.21%	1.67%	1.46%
Supplemental Data
Net assets, end of period (in millions)	$ 723	$ 646	$ 634	$ 719	$ 831	$ 801
Portfolio turnover rate G	34% A	49%	89%	29%	76%	78%
AAnnualized BTotal returns for periods of less than one year are not annualized. CTotal returns would have been lower if certain expenses had not been reduced during the applicable periods shown. DTotal returns do not include the effect of the sales charges. ECalculated based on average shares outstanding during the period. FFees 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. GAmount does not include the portfolio activity of any underlying Fidelity Central Funds. HExpense 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.

Semiannual Report

Financial Highlights - Class T

	Six months ended May 31, 2013	Years ended November 30
	(Unaudited)	2012	2011	2010	2009	2008
Selected Per-Share Data
Net asset value, beginning of period	$ 25.94	$ 22.50	$ 21.37	$ 20.54	$ 16.94	$ 31.01
Income from Investment Operations
Net investment income (loss) E	.28	.57	.38	.22	.25	.31
Net realized and unrealized gain (loss)	3.90	3.37	1.13	.82	3.63	(12.39)
Total from investment operations	4.18	3.94	1.51	1.04	3.88	(12.08)
Distributions from net investment income	(.29)	(.50)	(.38)	(.21)	(.28)	(.31)
Distributions from net realized gain	(.03)	-	-	-	-	(1.68)
Total distributions	(.32)	(.50)	(.38)	(.21)	(.28)	(1.99)
Net asset value, end of period	$ 29.80	$ 25.94	$ 22.50	$ 21.37	$ 20.54	$ 16.94
Total Return B, C, D	16.25%	17.70%	7.02%	5.09%	23.35%	(41.49)%
Ratios to Average Net Assets F, H
Expenses before reductions	1.20% A	1.21%	1.22%	1.23%	1.28%	1.21%
Expenses net of fee waivers, if any	1.20% A	1.21%	1.22%	1.23%	1.28%	1.21%
Expenses net of all reductions	1.18% A	1.21%	1.21%	1.22%	1.27%	1.21%
Net investment income (loss)	1.99% A	2.32%	1.63%	1.03%	1.47%	1.25%
Supplemental Data
Net assets, end of period (in millions)	$ 942	$ 854	$ 862	$ 1,108	$ 1,264	$ 1,286
Portfolio turnover rate G	34% A	49%	89%	29%	76%	78%
AAnnualized BTotal returns for periods of less than one year are not annualized. CTotal returns would have been lower if certain expenses had not been reduced during the applicable periods shown. DTotal returns do not include the effect of the sales charges. ECalculated based on average shares outstanding during the period. FFees 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. GAmount does not include the portfolio activity of any underlying Fidelity Central Funds. HExpense 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.

Semiannual Report

Financial Highlights - Class B

	Six months ended May 31, 2013	Years ended November 30
	(Unaudited)	2012	2011	2010	2009	2008
Selected Per-Share Data
Net asset value, beginning of period	$ 25.69	$ 22.29	$ 21.16	$ 20.33	$ 16.77	$ 30.67
Income from Investment Operations
Net investment income (loss) E	.19	.42	.24	.09	.15	.17
Net realized and unrealized gain (loss)	3.87	3.34	1.12	.82	3.59	(12.26)
Total from investment operations	4.06	3.76	1.36	.91	3.74	(12.09)
Distributions from net investment income	(.20)	(.36)	(.23)	(.08)	(.18)	(.13)
Distributions from net realized gain	(.03)	-	-	-	-	(1.68)
Total distributions	(.23)	(.36)	(.23)	(.08)	(.18)	(1.81)
Net asset value, end of period	$ 29.52	$ 25.69	$ 22.29	$ 21.16	$ 20.33	$ 16.77
Total Return B, C, D	15.92%	16.97%	6.43%	4.49%	22.59%	(41.80)%
Ratios to Average Net Assets F, H
Expenses before reductions	1.80% A	1.80%	1.81%	1.82%	1.84%	1.80%
Expenses net of fee waivers, if any	1.80% A	1.80%	1.81%	1.82%	1.84%	1.80%
Expenses net of all reductions	1.78% A	1.80%	1.80%	1.81%	1.84%	1.80%
Net investment income (loss)	1.39% A	1.73%	1.04%	.44%	.90%	.66%
Supplemental Data
Net assets, end of period (in millions)	$ 29	$ 31	$ 42	$ 63	$ 88	$ 115
Portfolio turnover rate G	34% A	49%	89%	29%	76%	78%
AAnnualized BTotal returns for periods of less than one year are not annualized. CTotal returns would have been lower if certain expenses had not been reduced during the applicable periods shown. DTotal returns do not include the effect of the contingent deferred sales charge. ECalculated based on average shares outstanding during the period. FFees 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. GAmount does not include the portfolio activity of any underlying Fidelity Central Funds. HExpense 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.

Semiannual Report

Financial Highlights - Class C

	Six months ended May 31, 2013	Years ended November 30
	(Unaudited)	2012	2011	2010	2009	2008
Selected Per-Share Data
Net asset value, beginning of period	$ 25.66	$ 22.27	$ 21.16	$ 20.34	$ 16.78	$ 30.70
Income from Investment Operations
Net investment income (loss) E	.20	.43	.25	.09	.16	.17
Net realized and unrealized gain (loss)	3.86	3.33	1.11	.82	3.59	(12.26)
Total from investment operations	4.06	3.76	1.36	.91	3.75	(12.09)
Distributions from net investment income	(.21)	(.37)	(.25)	(.09)	(.19)	(.15)
Distributions from net realized gain	(.03)	-	-	-	-	(1.68)
Total distributions	(.24)	(.37)	(.25)	(.09)	(.19)	(1.83)
Net asset value, end of period	$ 29.48	$ 25.66	$ 22.27	$ 21.16	$ 20.34	$ 16.78
Total Return B, C, D	15.96%	17.03%	6.40%	4.50%	22.63%	(41.79)%
Ratios to Average Net Assets F, H
Expenses before reductions	1.75% A	1.77%	1.78%	1.80%	1.83%	1.77%
Expenses net of fee waivers, if any	1.75% A	1.77%	1.78%	1.80%	1.83%	1.77%
Expenses net of all reductions	1.73% A	1.77%	1.77%	1.79%	1.83%	1.77%
Net investment income (loss)	1.45% A	1.76%	1.06%	.46%	.91%	.70%
Supplemental Data
Net assets, end of period (in millions)	$ 171	$ 143	$ 134	$ 149	$ 165	$ 170
Portfolio turnover rate G	34% A	49%	89%	29%	76%	78%
AAnnualized BTotal returns for periods of less than one year are not annualized. CTotal returns would have been lower if certain expenses had not been reduced during the applicable periods shown. DTotal returns do not include the effect of the contingent deferred sales charge. ECalculated based on average shares outstanding during the period. FFees 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. GAmount does not include the portfolio activity of any underlying Fidelity Central Funds. HExpense 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.

Semiannual Report

Financial Highlights - Institutional Class

	Six months ended May 31, 2013	Years ended November 30
	(Unaudited)	2012	2011	2010	2009	2008
Selected Per-Share Data
Net asset value, beginning of period	$ 26.36	$ 22.86	$ 21.70	$ 20.85	$ 17.20	$ 31.46
Income from Investment Operations
Net investment income (loss) D	.35	.70	.50	.32	.34	.44
Net realized and unrealized gain (loss)	3.96	3.43	1.14	.83	3.68	(12.57)
Total from investment operations	4.31	4.13	1.64	1.15	4.02	(12.13)
Distributions from net investment income	(.35)	(.63)	(.48)	(.30)	(.37)	(.45)
Distributions from net realized gain	(.03)	-	-	-	-	(1.68)
Total distributions	(.38)	(.63)	(.48)	(.30)	(.37)	(2.13)
Net asset value, end of period	$ 30.29	$ 26.36	$ 22.86	$ 21.70	$ 20.85	$ 17.20
Total Return B, C	16.52%	18.27%	7.55%	5.56%	23.90%	(41.18)%
Ratios to Average Net Assets E, G
Expenses before reductions	.72% A	.73%	.74%	.77%	.79%	.72%
Expenses net of fee waivers, if any	.72% A	.73%	.74%	.77%	.79%	.72%
Expenses net of all reductions	.71% A	.73%	.73%	.76%	.78%	.72%
Net investment income (loss)	2.47% A	2.80%	2.10%	1.49%	1.96%	1.75%
Supplemental Data
Net assets, end of period (in millions)	$ 489	$ 445	$ 360	$ 464	$ 1,127	$ 1,249
Portfolio turnover rate F	34% A	49%	89%	29%	76%	78%
AAnnualized BTotal returns for periods of less than one year are not annualized. CTotal returns would have been lower if certain expenses had not been reduced during the applicable periods shown. DCalculated based on average shares outstanding during the period. EFees 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. FAmount does not include the portfolio activity of any underlying Fidelity Central Funds. GExpense 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.

Semiannual Report

Notes to Financial Statements

For the period ended May 31, 2013 (Unaudited)

(Amounts in thousands except percentages)

1. Organization.

Fidelity Advisor® Equity Income Fund (the Fund) is a fund of Fidelity Advisor Series I (the Trust) and is authorized to issue an unlimited number of shares. The Trust is registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end management investment company organized as a Massachusetts business trust. The Fund offers Class A, Class T, Class C, and Institutional Class shares, each of which, along with Class B shares, has equal rights as to assets and voting privileges. Class B shares are closed to new accounts and additional purchases, except for exchanges and reinvestments. Each class has exclusive voting rights with respect to matters that affect that class. Class B shares will automatically convert to Class A shares after a holding period of seven years from the initial date of purchase.

2. Investments in Fidelity Central Funds.

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

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

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 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:

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except percentages)

3. Significant Accounting Policies - continued

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

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

Level 1 - quoted prices in active markets for identical investments

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

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

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

Equity securities, including restricted securities, for which market quotations are readily available, are valued at the last reported sale price or official closing price as reported by a third party pricing vendor on the primary market or exchange on which they are traded and are categorized as Level 1 in the hierarchy. In the event there were no sales during the day or closing prices are not available, securities are valued at the last quoted bid price or may be valued using the last available price and are generally categorized as Level 2 in the hierarchy. For foreign equity securities, when market or security specific events arise, comparisons to the valuation of American Depositary Receipts (ADRs), futures contracts, Exchange-Traded Funds (ETFs) and certain indexes as well as quoted prices for similar securities may be used and would be categorized as Level 2 in the hierarchy. Utilizing these techniques may result in transfers between Level 1 and Level 2. For restricted equity securities and private placements where observable inputs are limited, assumptions about market activity and risk are used and these securities are generally categorized as Level 3 in the hierarchy.

Semiannual Report

3. Significant Accounting Policies - continued

Investment Valuation - continued

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

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

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 May 31, 2013, 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

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except percentages)

3. Significant Accounting Policies - continued

Investment Transactions and Income - continued

the ex-dividend date. Non-cash dividends included in dividend income, if any, are recorded at the fair market value of the securities received. Distributions received on securities that represent a return of capital or capital gain are recorded as a reduction of cost of investments and/or as a realized gain. Subsequent to ex-dividend date the Fund determines the components of these distributions, based upon receipt of tax filings or other correspondence relating to the underlying investment. Interest income and distributions from the Fidelity Central Funds are accrued as earned. Interest income includes coupon interest and amortization of premium and accretion of discount on debt securities. Investment income is recorded net of foreign taxes withheld where recovery of such taxes is uncertain.

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

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 income taxes is required. The Fund files a U.S. federal tax return, in addition to state and local tax returns as required. A fund's federal income tax returns are subject to examination by the Internal Revenue Service (IRS) for a period of three fiscal years after they are filed. State and local tax returns may be subject to examination for an additional fiscal year depending on the jurisdiction. Foreign taxes are provided for based on the Fund's understanding of the tax rules and rates that exist in the foreign markets in which it invests.

Semiannual Report

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.

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

Book-tax differences are primarily due to foreign currency transactions, partnerships, market discount, equity-debt classifications, deferred trustee compensation, capital loss carryforwards and losses deferred due to wash sales and excise tax regulations.

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

Gross unrealized appreciation	$ 383,973
Gross unrealized depreciation	(38,487)
Net unrealized appreciation (depreciation) on securities and other investments	$ 345,486
Tax cost	$ 2,023,929

Capital loss carryforwards are only available to offset future capital gains of the Fund to the extent provided by regulations and may be limited. Under the Regulated Investment Company Modernization Act of 2010 (the Act), the Fund is permitted to carry forward capital losses incurred in taxable years beginning after December 22, 2010 for an unlimited period and such capital losses are required to be used prior to any losses that expire. The capital loss carryforward information presented below, including any applicable limitation, is estimated as of fiscal period end and is subject to adjustment.

Fiscal year of expiration
2017	$ (302,542)

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.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except percentages)

4. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $365,370 and $509,631, respectively.

5. Fees and Other Transactions with Affiliates.

Management Fee. FMR and its affiliates provide the Fund with investment management related services for which the Fund pays a monthly management fee. The management fee is the sum of an individual fund fee rate that is based on an annual rate of .20% of the Fund's average net assets and an annualized group fee rate that averaged .26% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by FMR. The group fee rate decreases as assets under management increase and increases as assets under management decrease. For the period, the total annualized management fee rate was .45% of the Fund's average net assets.

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

	Distribution Fee	Service Fee	Total Fees	Retained by FDC
Class A	-%	.25%	$ 858	$ 4
Class T	.25%	.25%	2,255	4
Class B	.75%	.25%	153	115
Class C	.75%	.25%	777	67
			$ 4,043	$ 190

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.

Semiannual Report

5. Fees and Other Transactions with Affiliates - continued

Sales Load - continued

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

	Retained by FDC
Class A	$ 69
Class T	20
Class B*	12
Class C*	3
	$ 104

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

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

	Amount	% of Average Net Assets*
Class A	$ 836	.24
Class T	899	.20
Class B	46	.30
Class C	195	.25
Institutional Class	530	.23
	$ 2,506

* Annualized

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

Brokerage Commissions. The Fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of the investment adviser. Brokerage commissions are included in net realized gain (loss) and change in net unrealized appreciation (depreciation) in the Statement of Operations. The commissions paid to these affiliated firms were $7 for the period.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except percentages)

6. Committed Line of Credit.

The Fund participates with other funds managed by FMR or an affiliate in a $4.25 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro-rata portion of the line of credit, which amounted to $3 and is reflected in Miscellaneous expenses on the Statement of Operations. During the period, there were no borrowings on this line of credit.

7. Security Lending.

The Fund lends portfolio securities through a lending agent from time to time in order to earn additional income. For equity securities, a lending agent is used and may loan securities to certain qualified borrowers, including Fidelity Capital Markets (FCM), a broker-dealer affiliated with the Fund. On the settlement date of the loan, the Fund receives collateral (in the form of U.S. Treasury obligations, letters of credit and/or cash) against the loaned securities and maintains collateral in an amount not less than 100% of the market value of the loaned securities during the period of the loan. The market value of the loaned securities is determined at the close of business of the Fund and any additional required collateral is delivered to the Fund on the next business day. If the borrower defaults on its obligation to return the securities loaned because of insolvency or other reasons, the Fund may apply collateral received from the borrower against the obligation. The Fund may experience delays and costs in recovering the securities loaned. Any cash collateral received is invested in the Fidelity Securities Lending Cash Central Fund. The value of loaned securities and cash collateral at period end are disclosed on the Fund's Statement of Assets and Liabilities. 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 $328, including $1 from securities loaned to FCM.

8. Expense Reductions.

Many of the brokers with whom FMR places trades on behalf of the Fund provided services to the Fund in addition to trade execution. These services included payments of certain expenses on behalf of the Fund totaling $195 for the period. In addition, through arrangements with the Fund's custodian, credits realized as a result of uninvested cash balances were used to reduce the Fund's expenses. During the period, these credits reduced the Fund's custody expenses by $1.

Semiannual Report

9. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

	Six months ended May 31, 2013	Year ended November 30, 2012
From net investment income
Class A	$ 7,854	$ 14,971
Class T	9,266	17,872
Class B	233	544
Class C	1,183	2,166
Institutional Class	5,793	9,831
Total	$ 24,329	$ 45,384
From net realized gain
Class A	$ 754	$ -
Class T	982	-
Class B	36	-
Class C	167	-
Institutional Class	505	-
Total	$ 2,444	$ -

10. Share Transactions.

Transactions for each class of shares were as follows:

	Shares		Dollars
	Six months ended May 31, 2013	Year ended November 30, 2012	Six months ended May 31, 2013	Year ended November 30, 2012
Class A
Shares sold	1,704	3,213	$ 47,162	$ 77,551
Reinvestment of distributions	304	577	7,936	13,763
Shares redeemed	(2,655)	(7,076)	(72,684)	(170,494)
Net increase (decrease)	(647)	(3,286)	$ (17,586)	$ (79,180)
Class T
Shares sold	2,127	3,722	$ 59,781	$ 91,180
Reinvestment of distributions	372	709	9,838	17,138
Shares redeemed	(3,804)	(9,817)	(106,052)	(240,587)
Net increase (decrease)	(1,305)	(5,386)	$ (36,433)	$ (132,269)

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except percentages)

10. Share Transactions - continued

	Shares		Dollars
	Six months ended May 31, 2013	Year ended November 30, 2012	Six months ended May 31, 2013	Year ended November 30, 2012
Class B
Shares sold	20	27	$ 541	$ 663
Reinvestment of distributions	9	21	245	492
Shares redeemed	(261)	(695)	(7,222)	(16,864)
Net increase (decrease)	(232)	(647)	$ (6,436)	$ (15,709)
Class C
Shares sold	715	618	$ 20,003	$ 15,024
Reinvestment of distributions	45	79	1,180	1,896
Shares redeemed	(528)	(1,166)	(14,539)	(28,340)
Net increase (decrease)	232	(469)	$ 6,644	$ (11,420)
Institutional Class
Shares sold	1,140	5,436	$ 32,192	$ 134,907
Reinvestment of distributions	224	377	6,047	9,300
Shares redeemed	(2,085)	(4,659)	(58,341)	(115,943)
Net increase (decrease)	(721)	1,154	$ (20,102)	$ 28,264

11. Other.

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

Semiannual 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

JPMorgan Chase Bank

New York, NY

(Fidelity Investment logo)(registered trademark)

EPI-USAN-0713
1.786785.110

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

Equity Value

Fund - Institutional Class

Semiannual Report

May 31, 2013

(Fidelity Cover Art)

Contents

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.

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) website at http://www.sec.gov. You may also call 1-877-208-0098 to request a free copy of the proxy voting guidelines.

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

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

All other marks appearing herein are registered or unregistered trademarks or service marks of FMR LLC or an affiliated company. © 2013 FMR LLC. All rights reserved.

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.

Semiannual Report

Shareholder Expense Example

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

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (December 1, 2012 to May 31, 2013).

Actual Expenses

The first line of the accompanying table for each class of the Fund provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000.00 (for example, an $8,600 account value divided by $1,000.00 = 8.6), then multiply the result by the number in the first line for a class of the Fund under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period. 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.

Semiannual Report

Shareholder Expense Example - continued

	Annualized Expense RatioB	Beginning Account Value December 1, 2012	Ending Account Value May 31, 2013	Expenses Paid During Period* December 1, 2012 to May 31, 2013
Class A	1.25%
Actual		$ 1,000.00	$ 1,174.20	$ 6.78
HypotheticalA		$ 1,000.00	$ 1,018.70	$ 6.29
Class T	1.50%
Actual		$ 1,000.00	$ 1,173.40	$ 8.13
HypotheticalA		$ 1,000.00	$ 1,017.45	$ 7.54
Class B	2.00%
Actual		$ 1,000.00	$ 1,170.50	$ 10.82
HypotheticalA		$ 1,000.00	$ 1,014.96	$ 10.05
Class C	2.00%
Actual		$ 1,000.00	$ 1,170.30	$ 10.82
HypotheticalA		$ 1,000.00	$ 1,014.96	$ 10.05
Institutional Class	.94%
Actual		$ 1,000.00	$ 1,176.60	$ 5.10
HypotheticalA		$ 1,000.00	$ 1,020.24	$ 4.73

^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 182/365 (to reflect the one-half year period).

Semiannual Report

Investment Changes (Unaudited)

Top Ten Stocks as of May 31, 2013
	% of fund's net assets	% of fund's net assets 6 months ago
Chevron Corp.	4.8	4.5
Berkshire Hathaway, Inc. Class B	3.9	3.8
Exxon Mobil Corp.	3.6	3.7
Wells Fargo & Co.	3.4	3.0
JPMorgan Chase & Co.	3.1	2.1
Cisco Systems, Inc.	2.5	2.0
Merck & Co., Inc.	2.2	2.2
U.S. Bancorp	2.0	2.0
UnitedHealth Group, Inc.	1.9	1.8
CVS Caremark Corp.	1.8	1.6
	29.2
Top Five Market Sectors as of May 31, 2013
	% of fund's net assets	% of fund's net assets 6 months ago
Financials	25.7	23.9
Health Care	16.2	14.7
Energy	14.4	12.0
Information Technology	12.2	10.2
Consumer Discretionary	11.5	11.3

Asset Allocation (% of fund's net assets)
As of May 31, 2013 *			As of November 30, 2012 **
	Stocks 98.0%			Stocks 97.8%
	Convertible Securities 0.7%			Convertible Securities 0.7%
	Short-Term Investments and Net Other Assets (Liabilities) 1.3%			Short-Term Investments and Net Other Assets (Liabilities) 1.5%
* Foreign investments		14.6%	** Foreign investments		14.7%

Semiannual Report

Investments May 31, 2013 (Unaudited)

Showing Percentage of Net Assets

Common Stocks - 98.0%
	Shares		Value
CONSUMER DISCRETIONARY - 11.5%
Diversified Consumer Services - 0.5%
Steiner Leisure Ltd. (a)	7,400		$ 375,846
Media - 5.9%
Comcast Corp. Class A	32,850		1,318,928
John Wiley & Sons, Inc. Class A	14,115		560,366
The Walt Disney Co.	12,695		800,801
Time Warner Cable, Inc.	8,757		836,381
Viacom, Inc. Class B (non-vtg.)	13,600		896,104
			4,412,580
Multiline Retail - 2.5%
Kohl's Corp.	9,400		483,254
Macy's, Inc.	11,547		558,182
Target Corp.	11,300		785,350
			1,826,786
Specialty Retail - 2.2%
Advance Auto Parts, Inc.	7,700		627,704
American Eagle Outfitters, Inc.	24,788		490,555
AutoZone, Inc. (a)	1,315		537,611
			1,655,870
Textiles, Apparel & Luxury Goods - 0.4%
Coach, Inc.	4,800		279,648
TOTAL CONSUMER DISCRETIONARY			8,550,730
CONSUMER STAPLES - 6.9%
Food & Staples Retailing - 2.9%
CVS Caremark Corp.	23,400		1,347,372
Walgreen Co.	17,900		854,904
			2,202,276
Food Products - 1.2%
Amira Nature Foods Ltd.	50,800		452,628
The J.M. Smucker Co.	4,208		424,840
			877,468
Household Products - 2.3%
Energizer Holdings, Inc.	7,300		698,683
Procter & Gamble Co.	12,962		994,963
			1,693,646
Common Stocks - continued
	Shares		Value
CONSUMER STAPLES - continued
Tobacco - 0.5%
British American Tobacco PLC sponsored ADR	3,355		$ 368,278
TOTAL CONSUMER STAPLES			5,141,668
ENERGY - 14.4%
Energy Equipment & Services - 2.3%
Enerflex Ltd. (d)	27,000		346,371
Ensco PLC Class A	6,597		396,941
National Oilwell Varco, Inc.	13,500		949,050
			1,692,362
Oil, Gas & Consumable Fuels - 12.1%
Chevron Corp.	28,897		3,547,101
ENI SpA	30,074		683,929
Exxon Mobil Corp.	29,322		2,652,761
Marathon Petroleum Corp.	7,300		602,250
Phillips 66	10,600		705,642
Suncor Energy, Inc.	25,000		758,380
			8,950,063
TOTAL ENERGY			10,642,425
FINANCIALS - 25.7%
Capital Markets - 2.0%
Bank of New York Mellon Corp.	25,800		775,548
Goldman Sachs Group, Inc.	2,400		388,992
MLP AG	50,388		345,142
			1,509,682
Commercial Banks - 7.3%
East West Bancorp, Inc.	14,800		389,832
PNC Financial Services Group, Inc.	14,579		1,044,440
U.S. Bancorp	42,266		1,481,846
Wells Fargo & Co.	62,232		2,523,508
			5,439,626
Consumer Finance - 2.7%
American Express Co.	12,300		931,233
Capital One Financial Corp.	17,318		1,055,186
			1,986,419
Diversified Financial Services - 5.3%
JPMorgan Chase & Co.	42,692		2,330,556
Common Stocks - continued
	Shares		Value
FINANCIALS - continued
Diversified Financial Services - continued
McGraw-Hill Companies, Inc.	8,732		$ 476,331
Moody's Corp.	2,749		182,644
The NASDAQ Stock Market, Inc.	29,534		929,140
			3,918,671
Insurance - 8.4%
ACE Ltd.	7,900		708,472
Berkshire Hathaway, Inc. Class B (a)	25,617		2,922,131
Everest Re Group Ltd.	3,696		479,039
Greenlight Capital Re, Ltd. (a)	14,425		348,941
Marsh & McLennan Companies, Inc.	10,400		416,208
MetLife, Inc.	16,579		732,958
The Travelers Companies, Inc.	6,887		576,580
			6,184,329
TOTAL FINANCIALS			19,038,727
HEALTH CARE - 16.2%
Biotechnology - 1.0%
Amgen, Inc.	7,000		703,710
Health Care Equipment & Supplies - 2.1%
Covidien PLC	14,400		915,840
Stryker Corp.	9,800		650,622
			1,566,462
Health Care Providers & Services - 6.1%
CIGNA Corp.	14,362		975,180
Express Scripts Holding Co. (a)	12,099		751,590
Laboratory Corp. of America Holdings (a)	6,700		666,583
McKesson Corp.	6,729		766,164
UnitedHealth Group, Inc.	22,200		1,390,386
			4,549,903
Pharmaceuticals - 7.0%
AstraZeneca PLC sponsored ADR	7,100		363,875
Endo Health Solutions, Inc. (a)	8,257		299,729
GlaxoSmithKline PLC sponsored ADR	18,161		940,195
Jazz Pharmaceuticals PLC (a)	6,338		430,794
Johnson & Johnson	6,708		564,679
Merck & Co., Inc.	35,230		1,645,241
Common Stocks - continued
	Shares		Value
HEALTH CARE - continued
Pharmaceuticals - continued
Pfizer, Inc.	3,694		$ 100,588
Sanofi SA sponsored ADR	16,230		861,651
			5,206,752
TOTAL HEALTH CARE			12,026,827
INDUSTRIALS - 6.2%
Aerospace & Defense - 0.9%
United Technologies Corp.	7,147		678,250
Electrical Equipment - 0.6%
Emerson Electric Co.	7,360		422,906
Industrial Conglomerates - 2.7%
3M Co.	8,300		915,241
Danaher Corp.	7,800		482,196
General Electric Co.	26,447		616,744
			2,014,181
Machinery - 0.8%
Stanley Black & Decker, Inc.	7,000		554,540
Professional Services - 1.2%
Dun & Bradstreet Corp. (d)	9,335		916,137
TOTAL INDUSTRIALS			4,586,014
INFORMATION TECHNOLOGY - 12.2%
Communications Equipment - 2.9%
Brocade Communications Systems, Inc. (a)	58,709		318,790
Cisco Systems, Inc.	76,600		1,844,528
			2,163,318
Computers & Peripherals - 2.5%
Apple, Inc.	900		404,712
EMC Corp.	23,000		569,480
Hewlett-Packard Co.	21,252		518,974
Lexmark International, Inc. Class A (d)	11,763		358,889
			1,852,055
Electronic Equipment & Components - 1.1%
Corning, Inc.	40,100		616,337
Tech Data Corp. (a)	3,900		195,468
			811,805
Common Stocks - continued
	Shares		Value
INFORMATION TECHNOLOGY - continued
IT Services - 4.0%
Amdocs Ltd.	13,400		$ 478,380
CACI International, Inc. Class A (a)	6,700		429,738
Cognizant Technology Solutions Corp. Class A (a)	6,400		413,760
Fidelity National Information Services, Inc.	7,990		358,751
Fiserv, Inc. (a)	8,800		767,008
The Western Union Co.	31,600		517,608
			2,965,245
Software - 1.7%
CA Technologies, Inc.	18,245		498,271
Microsoft Corp.	21,500		749,920
			1,248,191
TOTAL INFORMATION TECHNOLOGY			9,040,614
MATERIALS - 1.2%
Chemicals - 0.4%
Cytec Industries, Inc.	4,200		300,174
Containers & Packaging - 0.8%
Ball Corp.	13,100		565,396
TOTAL MATERIALS			865,570
TELECOMMUNICATION SERVICES - 1.4%
Wireless Telecommunication Services - 1.4%
Vodafone Group PLC	357,700		1,036,655
UTILITIES - 2.3%
Electric Utilities - 2.3%
American Electric Power Co., Inc.	17,700		811,014
Edison International	19,093		877,132
			1,688,146
TOTAL COMMON STOCKS (Cost $59,972,804)		72,617,376

Convertible Bonds - 0.7%
	Principal Amount		Value
INDUSTRIALS - 0.7%
Marine - 0.7%
DryShips, Inc. 5% 12/1/14	$ 620,000		$ 554,900
TOTAL CONVERTIBLE BONDS (Cost $508,040)		554,900

Money Market Funds - 3.2%
	Shares
Fidelity Cash Central Fund, 0.12% (b)	1,146,134		1,146,134
Fidelity Securities Lending Cash Central Fund, 0.12% (b)(c)	1,230,300		1,230,300
TOTAL MONEY MARKET FUNDS (Cost $2,376,434)		2,376,434
TOTAL INVESTMENT PORTFOLIO - 101.9% (Cost $62,857,278)			75,548,710
NET OTHER ASSETS (LIABILITIES) - (1.9)%			(1,437,818)
NET ASSETS - 100%		$ 74,110,892

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 are available on the SEC's website or upon request.

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

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

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	$ 1,196
Fidelity Securities Lending Cash Central Fund	2,590
Total	$ 3,786

Other Information

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

Valuation Inputs at Reporting Date:
Description	Total	Level 1	Level 2	Level 3
Investments in Securities:
Equities:
Consumer Discretionary	$ 8,550,730	$ 8,550,730	$ -	$ -
Consumer Staples	5,141,668	5,141,668	-	-
Energy	10,642,425	9,958,496	683,929	-
Financials	19,038,727	19,038,727	-	-
Health Care	12,026,827	12,026,827	-	-
Industrials	4,586,014	4,586,014	-	-
Information Technology	9,040,614	9,040,614	-	-
Materials	865,570	865,570	-	-
Telecommunication Services	1,036,655	-	1,036,655	-
Utilities	1,688,146	1,688,146	-	-
Corporate Bonds	554,900	-	554,900	-
Money Market Funds	2,376,434	2,376,434	-	-
Total Investments in Securities:	$ 75,548,710	$ 73,273,226	$ 2,275,484	$ -

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

United States of America	85.4%
United Kingdom	4.2%
Ireland	1.8%
Canada	1.5%
France	1.2%
Switzerland	1.0%
Others (Individually Less Than 1%)	4.9%
	100.0%

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

Semiannual Report

Financial Statements

Statement of Assets and Liabilities

	May 31, 2013 (Unaudited)
Assets
Investment in securities, at value (including securities loaned of $1,191,903) - See accompanying schedule: Unaffiliated issuers (cost $60,480,844)	$ 73,172,276
Fidelity Central Funds (cost $2,376,434)	2,376,434
Total Investments (cost $62,857,278)		$ 75,548,710
Cash		5,505
Receivable for investments sold		152,090
Receivable for fund shares sold		21,551
Dividends receivable		186,836
Interest receivable		15,500
Distributions receivable from Fidelity Central Funds		1,252
Prepaid expenses		29
Other receivables		901
Total assets		75,932,374
Liabilities
Payable for investments purchased	$ 402,060
Payable for fund shares redeemed	76,327
Accrued management fee	34,716
Distribution and service plan fees payable	28,042
Other affiliated payables	19,549
Other payables and accrued expenses	30,488
Collateral on securities loaned, at value	1,230,300
Total liabilities		1,821,482
Net Assets		$ 74,110,892
Net Assets consist of:
Paid in capital		$ 85,406,449
Undistributed net investment income		232,998
Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions		(24,219,923)
Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies		12,691,368
Net Assets		$ 74,110,892

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

Semiannual Report

Statement of Assets and Liabilities - continued

	May 31, 2013 (Unaudited)
Calculation of Maximum Offering Price Class A: Net Asset Value and redemption price per share ($34,077,097 ÷ 2,772,445 shares)		$ 12.29
Maximum offering price per share (100/94.25 of $12.29)		$ 13.04
Class T: Net Asset Value and redemption price per share ($24,699,639 ÷ 2,011,995 shares)		$ 12.28
Maximum offering price per share (100/96.50 of $12.28)		$ 12.73
Class B: Net Asset Value and offering price per share ($2,841,694 ÷ 233,209 shares)A		$ 12.19
Class C: Net Asset Value and offering price per share ($9,998,212 ÷ 828,598 shares)A		$ 12.07
Institutional Class: Net Asset Value, offering price and redemption price per share ($2,494,250 ÷ 199,958 shares)		$ 12.47

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

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

Semiannual Report

Financial Statements - continued

Statement of Operations

	Six months ended May 31, 2013 (Unaudited)
Investment Income
Dividends		$ 763,298
Interest		46,361
Income from Fidelity Central Funds		3,786
Total income		813,445
Expenses
Management fee Basic fee	$ 190,968
Performance adjustment	(49,360)
Transfer agent fees	101,573
Distribution and service plan fees	157,898
Accounting and security lending fees	13,411
Custodian fees and expenses	5,860
Independent trustees' compensation	208
Registration fees	58,094
Audit	30,608
Legal	139
Miscellaneous	287
Total expenses before reductions	509,686
Expense reductions	(18,920)	490,766
Net investment income (loss)		322,679
Realized and Unrealized Gain (Loss) Net realized gain (loss) on:
Investment securities:
Unaffiliated issuers	4,815,944
Foreign currency transactions	609
Total net realized gain (loss)		4,816,553
Change in net unrealized appreciation (depreciation) on: Investment securities	5,820,518
Assets and liabilities in foreign currencies	(27)
Total change in net unrealized appreciation (depreciation)		5,820,491
Net gain (loss)		10,637,044
Net increase (decrease) in net assets resulting from operations		$ 10,959,723

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

Semiannual Report

Statement of Changes in Net Assets

	Six months ended May 31, 2013 (Unaudited)	Year ended November 30, 2012
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$ 322,679	$ 664,905
Net realized gain (loss)	4,816,553	6,112,162
Change in net unrealized appreciation (depreciation)	5,820,491	3,630,671
Net increase (decrease) in net assets resulting from operations	10,959,723	10,407,738
Distributions to shareholders from net investment income	(666,191)	(227,180)
Share transactions - net increase (decrease)	(566,549)	(11,212,076)
Total increase (decrease) in net assets	9,726,983	(1,031,518)
Net Assets
Beginning of period	64,383,909	65,415,427
End of period (including undistributed net investment income of $232,998 and undistributed net investment income of $576,510, respectively)	$ 74,110,892	$ 64,383,909

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

Semiannual Report

Financial Highlights - Class A

	Six months ended May 31, 2013	Years ended November 30,
	(Unaudited)	2012	2011	2010	2009	2008
Selected Per-Share Data
Net asset value, beginning of period	$ 10.60	$ 9.09	$ 8.85	$ 8.07	$ 6.70	$ 12.21
Income from Investment Operations
Net investment income (loss) E	.07	.12	.06	.07 H	.06	.10
Net realized and unrealized gain (loss)	1.75	1.44	.27	.77	1.42	(5.05)
Total from investment operations	1.82	1.56	.33	.84	1.48	(4.95)
Distributions from net investment income	(.13)	(.05)	(.09)	(.06)	(.11)	-
Distributions from net realized gain	-	-	-	-	-	(.56)
Total distributions	(.13)	(.05)	(.09)	(.06)	(.11)	(.56)
Net asset value, end of period	$ 12.29	$ 10.60	$ 9.09	$ 8.85	$ 8.07	$ 6.70
Total Return B, C, D	17.42%	17.27%	3.72%	10.42%	22.49%	(42.50)%
Ratios to Average Net Assets F, I
Expenses before reductions	1.27% A	1.30%	1.27%	1.28%	1.33%	1.28%
Expenses net of fee waivers, if any	1.25% A	1.25%	1.25%	1.25%	1.25%	1.25%
Expenses net of all reductions	1.22% A	1.25%	1.25%	1.25%	1.24%	1.25%
Net investment income (loss)	1.14% A	1.20%	.59%	.83% H	.89%	.97%
Supplemental Data
Net assets, end of period (000 omitted)	$ 34,077	$ 29,282	$ 27,910	$ 34,244	$ 36,306	$ 32,365
Portfolio turnover rate G	69% A	77%	65%	103%	135%	170%

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

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

^F 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.

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

^H Investment income per share reflects a large, non-recurring dividend which amounted to $.05 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been .20%.

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

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

Semiannual Report

Financial Highlights - Class T

	Six months ended May 31, 2013	Years ended November 30,
	(Unaudited)	2012	2011	2010	2009	2008
Selected Per-Share Data
Net asset value, beginning of period	$ 10.57	$ 9.06	$ 8.81	$ 8.04	$ 6.67	$ 12.14
Income from Investment Operations
Net investment income (loss) E	.05	.09	.03	.05 H	.04	.07
Net realized and unrealized gain (loss)	1.77	1.44	.28	.76	1.42	(5.02)
Total from investment operations	1.82	1.53	.31	.81	1.46	(4.95)
Distributions from net investment income	(.11)	(.02)	(.06)	(.04)	(.09)	-
Distributions from net realized gain	-	-	-	-	-	(.52)
Total distributions	(.11)	(.02)	(.06)	(.04)	(.09)	(.52)
Net asset value, end of period	$ 12.28	$ 10.57	$ 9.06	$ 8.81	$ 8.04	$ 6.67
Total Return B, C, D	17.34%	16.94%	3.53%	10.06%	22.12%	(42.62)%
Ratios to Average Net Assets F, I
Expenses before reductions	1.53% A	1.55%	1.53%	1.54%	1.59%	1.53%
Expenses net of fee waivers, if any	1.50% A	1.50%	1.50%	1.50%	1.50%	1.50%
Expenses net of all reductions	1.47% A	1.50%	1.50%	1.49%	1.49%	1.50%
Net investment income (loss)	.89% A	.95%	.34%	.58% H	.64%	.72%
Supplemental Data
Net assets, end of period (000 omitted)	$ 24,700	$ 21,212	$ 21,319	$ 25,208	$ 29,288	$ 33,023
Portfolio turnover rate G	69% A	77%	65%	103%	135%	170%

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

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

^F 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.

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

^H Investment income per share reflects a large, non-recurring dividend which amounted to $.05 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been (.05)%.

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

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

Semiannual Report

Financial Highlights - Class B

	Six months ended May 31, 2013	Years ended November 30,
	(Unaudited)	2012	2011	2010	2009	2008
Selected Per-Share Data
Net asset value, beginning of period	$ 10.45	$ 8.98	$ 8.73	$ 7.96	$ 6.57	$ 11.96
Income from Investment Operations
Net investment income (loss) E	.02	.04	(.01)	.01 H	.01	.02
Net realized and unrealized gain (loss)	1.76	1.43	.27	.76	1.40	(4.97)
Total from investment operations	1.78	1.47	.26	.77	1.41	(4.95)
Distributions from net investment income	(.04)	-	(.01)	-	(.02)	-
Distributions from net realized gain	-	-	-	-	-	(.44)
Total distributions	(.04)	-	(.01)	-	(.02)	(.44)
Net asset value, end of period	$ 12.19	$ 10.45	$ 8.98	$ 8.73	$ 7.96	$ 6.57
Total Return B, C, D	17.05%	16.37%	2.96%	9.67%	21.46%	(42.96)%
Ratios to Average Net Assets F, I
Expenses before reductions	2.03% A	2.06%	2.02%	2.03%	2.08%	2.03%
Expenses net of fee waivers, if any	2.00% A	2.00%	2.00%	2.00%	2.00%	2.00%
Expenses net of all reductions	1.97% A	2.00%	2.00%	1.99%	1.99%	2.00%
Net investment income (loss)	.39% A	.45%	(.16)%	.08% H	.14%	.22%
Supplemental Data
Net assets, end of period (000 omitted)	$ 2,842	$ 2,981	$ 3,884	$ 5,478	$ 7,007	$ 8,296
Portfolio turnover rate G	69% A	77%	65%	103%	135%	170%

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

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

^F Fees and expenses of 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.

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

^H Investment income per share reflects a large, non-recurring dividend which amounted to $.05 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been (.55)%.

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

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

Semiannual Report

Financial Highlights - Class C

	Six months ended May 31, 2013	Years ended November 30,
	(Unaudited)	2012	2011	2010	2009	2008
Selected Per-Share Data
Net asset value, beginning of period	$ 10.37	$ 8.91	$ 8.67	$ 7.91	$ 6.55	$ 11.93
Income from Investment Operations
Net investment income (loss) E	.02	.04	(.01)	.01 H	.01	.02
Net realized and unrealized gain (loss)	1.74	1.42	.27	.75	1.39	(4.94)
Total from investment operations	1.76	1.46	.26	.76	1.40	(4.92)
Distributions from net investment income	(.06)	-	(.02)	- J	(.04)	-
Distributions from net realized gain	-	-	-	-	-	(.46)
Total distributions	(.06)	-	(.02)	- J	(.04)	(.46)
Net asset value, end of period	$ 12.07	$ 10.37	$ 8.91	$ 8.67	$ 7.91	$ 6.55
Total Return B, C, D	17.03%	16.39%	2.95%	9.64%	21.46%	(42.90)%
Ratios to Average Net Assets F, I
Expenses before reductions	2.02% A	2.05%	2.02%	2.03%	2.08%	2.03%
Expenses net of fee waivers, if any	2.00% A	2.00%	2.00%	2.00%	2.00%	2.00%
Expenses net of all reductions	1.97% A	2.00%	2.00%	1.99%	1.99%	2.00%
Net investment income (loss)	.39% A	.45%	(.16)%	.08% H	.14%	.22%
Supplemental Data
Net assets, end of period (000 omitted)	$ 9,998	$ 8,785	$ 8,922	$ 10,265	$ 11,556	$ 11,104
Portfolio turnover rate G	69% A	77%	65%	103%	135%	170%

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

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

^F Fees and expenses of 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.

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

^H Investment income per share reflects a large, non-recurring dividend which amounted to $.05 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been (.55)%.

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

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

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

Semiannual Report

Financial Highlights - Institutional Class

	Six months ended May 31, 2013	Years ended November 30,
	(Unaudited)	2012	2011	2010	2009	2008
Selected Per-Share Data
Net asset value, beginning of period	$ 10.75	$ 9.22	$ 8.97	$ 8.18	$ 6.80	$ 12.38
Income from Investment Operations
Net investment income (loss) D	.08	.15	.08	.09 G	.08	.12
Net realized and unrealized gain (loss)	1.79	1.45	.29	.78	1.43	(5.11)
Total from investment operations	1.87	1.60	.37	.87	1.51	(4.99)
Distributions from net investment income	(.15)	(.07)	(.12)	(.08)	(.13)	-
Distributions from net realized gain	-	-	-	-	-	(.59)
Total distributions	(.15)	(.07)	(.12)	(.08)	(.13)	(.59)
Net asset value, end of period	$ 12.47	$ 10.75	$ 9.22	$ 8.97	$ 8.18	$ 6.80
Total Return B, C	17.66%	17.49%	4.05%	10.65%	22.71%	(42.34)%
Ratios to Average Net Assets E, H
Expenses before reductions	.94% A	.96%	1.01%	1.03%	1.08%	1.01%
Expenses net of fee waivers, if any	.94% A	.96%	1.00%	1.00%	1.00%	1.00%
Expenses net of all reductions	.91% A	.96%	1.00%	1.00%	1.00%	1.00%
Net investment income (loss)	1.45% A	1.49%	.84%	1.08% G	1.14%	1.22%
Supplemental Data
Net assets, end of period (000 omitted)	$ 2,494	$ 2,123	$ 3,381	$ 6,617	$ 6,168	$ 5,173
Portfolio turnover rate F	69% A	77%	65%	103%	135%	170%

^A Annualized

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

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

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

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

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

^G Investment income per share reflects a large, non-recurring dividend which amounted to $.05 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been .45%.

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

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

Semiannual Report

Notes to Financial Statements

For the period ended May 31, 2013 (Unaudited)

1. Organization.

Fidelity Advisor® Equity Value Fund (the Fund) is a fund of Fidelity Advisor Series I (the Trust) and is authorized to issue an unlimited number of shares. The Trust is registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end management investment company organized as a Massachusetts business trust. The Fund offers Class A, Class T, Class C and Institutional Class shares, each of which, along with Class B shares, has equal rights as to assets and voting privileges. Class B shares are closed to new accounts and additional purchases, except for exchanges and reinvestments. Each class has exclusive voting rights with respect to matters that affect that class. Class B shares will automatically convert to Class A shares after a holding period of seven years from the initial date of purchase.

2. Investments in Fidelity Central Funds.

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

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

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 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:

Semiannual Report

3. Significant Accounting Policies - continued

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

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

Level 1 - quoted prices in active markets for identical investments

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

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

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

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

Debt securities, including restricted securities, are valued based on evaluated prices received from third party pricing vendors or from brokers who make markets in such securities. For corporate bonds, pricing vendors utilize matrix pricing which considers

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

3. Significant Accounting Policies - continued

Investment Valuation - continued

yield or price of bonds of comparable quality, coupon, maturity and type as well as broker-supplied prices. When independent prices are unavailable or unreliable, debt securities may be valued utilizing pricing methodologies which consider similar factors that would be used by third party pricing vendors. Debt securities are generally categorized as Level 2 in the hierarchy but may be Level 3 depending on the circumstances.

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

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 May 31, 2013, 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. Distributions received on

Semiannual Report

3. Significant Accounting Policies - continued

Investment Transactions and Income - continued

securities that represent a return of capital or capital gain are recorded as a reduction of cost of investments and/or as a realized gain. Subsequent to ex-dividend date the Fund determines the components of these distributions, based upon receipt of tax filings or other correspondence relating to the underlying investment. Interest income and distributions from the Fidelity Central Funds are accrued as earned. Interest income includes coupon interest and amortization of premium and accretion of discount on debt securities. Investment income is recorded net of foreign taxes withheld where recovery of such taxes is uncertain.

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

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

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

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

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

Book-tax differences are primarily due to foreign currency transactions, market discount, partnerships, capital loss carryforwards, loss deferred due to wash sales and excise tax regulations.

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

Gross unrealized appreciation	$ 12,898,224
Gross unrealized depreciation	(581,771)
Net unrealized appreciation (depreciation) on securities and other investments	$ 12,316,453
Tax cost	$ 63,232,257

Capital loss carryforwards are only available to offset future capital gains of the Fund to the extent provided by regulations and may be limited. Under the Regulated Investment Company Modernization Act of 2010 (the Act), the Fund is permitted to carry forward capital losses incurred in taxable years beginning after December 22, 2010 for an unlimited period and such capital losses are required to be used prior to any losses that expire. The capital loss carryforward information presented below, including any applicable limitation, is estimated as of fiscal period end and is subject to adjustment.

Fiscal year of expiration
2016	$ (6,986,240)
2017	(21,548,406)
Total capital loss carryforward	$ (28,534,646)

4. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $23,022,245 and $23,958,489, respectively.

5. Fees and Other Transactions with Affiliates.

Management Fee. FMR and its affiliates provide the Fund with investment management related services for which the Fund pays a monthly management fee. The management fee is the sum of an individual fund fee rate that is based on an annual rate of .30% of the Fund's average net assets and an annualized group fee rate that averaged .26% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by FMR. The group fee rate decreases as assets under management

Semiannual Report

5. Fees and Other Transactions with Affiliates - continued

Management Fee - continued

increase and increases as assets under management decrease. In addition, the management fee is subject to a performance adjustment (up to a maximum of ± .20% of the Fund's average net assets over a 36 month performance period). The upward or downward adjustment to the management fee is based on the relative investment performance of the Institutional Class of the Fund as compared to an appropriate benchmark index. For the period, the total annualized management fee rate, including the performance adjustment, was .41% of the Fund's average net assets.

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

	Distribution Fee	Service Fee	Total Fees	Retained by FDC
Class A	-%	.25%	$ 39,257	$ -
Class T	.25%	.25%	56,882	-
Class B	.75%	.25%	14,727	11,048
Class C	.75%	.25%	47,032	4,014
			$ 157,898	$ 15,062

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	$ 7,968
Class T	1,623
Class B*	2,512
Class C*	1,951
	$ 14,054

* 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.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

5. Fees and Other Transactions with Affiliates - continued

Transfer Agent Fees. Fidelity Investments Institutional Operations Company, Inc., (FIIOC), an affiliate of FMR, is the transfer, dividend disbursing and shareholder servicing agent for each class of the Fund. FIIOC receives account fees and asset-based fees that vary according to the account size and type of account of the shareholders of the respective classes of the Fund. 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 A	$ 46,484	.30
Class T	34,337	.30
Class B	4,396	.30
Class C	13,896	.30
Institutional Class	2,460	.21
	$ 101,573

* Annualized

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

Brokerage Commissions. The Fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of the investment adviser. Brokerage commissions are included in net realized gain (loss) and change in net unrealized appreciation (depreciation) in the Statement of Operations. The commissions paid to these affiliated firms were $834 for the period.

6. Committed Line of Credit.

The Fund participates with other funds managed by FMR or an affiliate in a $4.25 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro-rata portion of the line of credit, which amounted to $87 and is reflected in Miscellaneous expenses on the Statement of Operations. During the period, there were no borrowings on this line of credit.

Semiannual Report

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. 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 $2,590, including $13 from securities loaned to FCM.

8. Expense Reductions.

FMR voluntarily agreed to reimburse each class to the extent annual operating expenses exceeded certain levels of average net assets as noted in the table below. Some expenses, for example interest expense, including commitment fees, are excluded from this reimbursement.

The following classes were in reimbursement during the period:

	Expense Limitations	Reimbursement
Class A	1.25%	$ 3,415
Class T	1.50%	3,084
Class B	2.00%	355
Class C	2.00%	995
		$ 7,849

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

8. Expenses Reductions - continued

Many of the brokers with whom FMR places trades on behalf of the Fund provided services to the Fund in addition to trade execution. These services included payments of certain expenses on behalf of the Fund totaling $11,068 for the period. In addition, through arrangements with the Fund's custodian, credits realized as a result of uninvested cash balances were used to reduce the Fund's expenses. During the period, these credits reduced the Fund's custody expenses by $3.

9. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

	Six months ended May 31, 2013	Year ended November 30, 2012
From net investment income
Class A	$ 368,863	$ 153,829
Class T	207,812	48,135
Class B	10,127	-
Class C	48,842	-
Institutional Class	30,547	25,216
Total	$ 666,191	$ 227,180

10. Share Transactions.

Transactions for each class of shares were as follows:

	Shares		Dollars
	Six months ended May 31, 2013	Year ended November 30, 2012	Six months ended May 31, 2013	Year ended November 30, 2012
Class A
Shares sold	271,084	512,068	$ 3,100,460	$ 5,071,992
Reinvestment of distributions	32,284	15,952	339,948	141,492
Shares redeemed	(294,472)	(833,957)	(3,308,199)	(8,294,641)
Net increase (decrease)	8,896	(305,937)	$ 132,209	$ (3,081,157)
Class T
Shares sold	204,152	358,551	$ 2,335,271	$ 3,605,553
Reinvestment of distributions	19,297	5,241	203,195	46,483
Shares redeemed	(218,823)	(709,166)	(2,462,478)	(7,062,030)
Net increase (decrease)	4,626	(345,374)	$ 75,988	$ (3,409,994)
Class B
Shares sold	2,529	1,897	$ 29,130	$ 19,084
Reinvestment of distributions	894	-	9,368	-
Shares redeemed	(55,574)	(148,957)	(630,921)	(1,471,427)
Net increase (decrease)	(52,151)	(147,060)	$ (592,423)	$ (1,452,343)

Semiannual Report

10. Share Transactions - continued

	Shares		Dollars
	Six months ended May 31, 2013	Year ended November 30, 2012	Six months ended May 31, 2013	Year ended November 30, 2012
Class C
Shares sold	81,613	132,946	$ 907,299	$ 1,314,514
Reinvestment of distributions	4,183	-	43,420	-
Shares redeemed	(104,646)	(286,550)	(1,161,398)	(2,827,158)
Net increase (decrease)	(18,850)	(153,604)	$ (210,679)	$ (1,512,644)
Institutional Class
Shares sold	26,314	19,258	$ 303,421	$ 195,293
Reinvestment of distributions	2,690	2,110	28,699	18,952
Shares redeemed	(26,451)	(190,665)	(303,764)	(1,970,183)
Net increase (decrease)	2,553	(169,297)	$ 28,356	$ (1,755,938)

11. Other.

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

Semiannual 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)

AEVI-USAN-0713
1.786788.110

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

Equity Value

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

Semiannual Report

May 31, 2013

(Fidelity Cover Art)

Contents

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.

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.

All other marks appearing herein are registered or unregistered trademarks or service marks of FMR LLC or an affiliated company. © 2013 FMR LLC. All rights reserved.

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.

Semiannual Report

Shareholder Expense Example

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

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (December 1, 2012 to May 31, 2013).

Actual Expenses

The first line of the accompanying table for each class of the Fund provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000.00 (for example, an $8,600 account value divided by $1,000.00 = 8.6), then multiply the result by the number in the first line for a class of the Fund under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period. 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.

Semiannual Report

Shareholder Expense Example - continued

	Annualized Expense RatioB	Beginning Account Value December 1, 2012	Ending Account Value May 31, 2013	Expenses Paid During Period* December 1, 2012 to May 31, 2013
Class A	1.25%
Actual		$ 1,000.00	$ 1,174.20	$ 6.78
HypotheticalA		$ 1,000.00	$ 1,018.70	$ 6.29
Class T	1.50%
Actual		$ 1,000.00	$ 1,173.40	$ 8.13
HypotheticalA		$ 1,000.00	$ 1,017.45	$ 7.54
Class B	2.00%
Actual		$ 1,000.00	$ 1,170.50	$ 10.82
HypotheticalA		$ 1,000.00	$ 1,014.96	$ 10.05
Class C	2.00%
Actual		$ 1,000.00	$ 1,170.30	$ 10.82
HypotheticalA		$ 1,000.00	$ 1,014.96	$ 10.05
Institutional Class	.94%
Actual		$ 1,000.00	$ 1,176.60	$ 5.10
HypotheticalA		$ 1,000.00	$ 1,020.24	$ 4.73

^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 182/365 (to reflect the one-half year period).

Semiannual Report

Investment Changes (Unaudited)

Top Ten Stocks as of May 31, 2013
	% of fund's net assets	% of fund's net assets 6 months ago
Chevron Corp.	4.8	4.5
Berkshire Hathaway, Inc. Class B	3.9	3.8
Exxon Mobil Corp.	3.6	3.7
Wells Fargo & Co.	3.4	3.0
JPMorgan Chase & Co.	3.1	2.1
Cisco Systems, Inc.	2.5	2.0
Merck & Co., Inc.	2.2	2.2
U.S. Bancorp	2.0	2.0
UnitedHealth Group, Inc.	1.9	1.8
CVS Caremark Corp.	1.8	1.6
	29.2
Top Five Market Sectors as of May 31, 2013
	% of fund's net assets	% of fund's net assets 6 months ago
Financials	25.7	23.9
Health Care	16.2	14.7
Energy	14.4	12.0
Information Technology	12.2	10.2
Consumer Discretionary	11.5	11.3

Asset Allocation (% of fund's net assets)
As of May 31, 2013 *			As of November 30, 2012 **
	Stocks 98.0%			Stocks 97.8%
	Convertible Securities 0.7%			Convertible Securities 0.7%
	Short-Term Investments and Net Other Assets (Liabilities) 1.3%			Short-Term Investments and Net Other Assets (Liabilities) 1.5%
* Foreign investments		14.6%	** Foreign investments		14.7%

Semiannual Report

Investments May 31, 2013 (Unaudited)

Showing Percentage of Net Assets

Common Stocks - 98.0%
	Shares		Value
CONSUMER DISCRETIONARY - 11.5%
Diversified Consumer Services - 0.5%
Steiner Leisure Ltd. (a)	7,400		$ 375,846
Media - 5.9%
Comcast Corp. Class A	32,850		1,318,928
John Wiley & Sons, Inc. Class A	14,115		560,366
The Walt Disney Co.	12,695		800,801
Time Warner Cable, Inc.	8,757		836,381
Viacom, Inc. Class B (non-vtg.)	13,600		896,104
			4,412,580
Multiline Retail - 2.5%
Kohl's Corp.	9,400		483,254
Macy's, Inc.	11,547		558,182
Target Corp.	11,300		785,350
			1,826,786
Specialty Retail - 2.2%
Advance Auto Parts, Inc.	7,700		627,704
American Eagle Outfitters, Inc.	24,788		490,555
AutoZone, Inc. (a)	1,315		537,611
			1,655,870
Textiles, Apparel & Luxury Goods - 0.4%
Coach, Inc.	4,800		279,648
TOTAL CONSUMER DISCRETIONARY			8,550,730
CONSUMER STAPLES - 6.9%
Food & Staples Retailing - 2.9%
CVS Caremark Corp.	23,400		1,347,372
Walgreen Co.	17,900		854,904
			2,202,276
Food Products - 1.2%
Amira Nature Foods Ltd.	50,800		452,628
The J.M. Smucker Co.	4,208		424,840
			877,468
Household Products - 2.3%
Energizer Holdings, Inc.	7,300		698,683
Procter & Gamble Co.	12,962		994,963
			1,693,646
Common Stocks - continued
	Shares		Value
CONSUMER STAPLES - continued
Tobacco - 0.5%
British American Tobacco PLC sponsored ADR	3,355		$ 368,278
TOTAL CONSUMER STAPLES			5,141,668
ENERGY - 14.4%
Energy Equipment & Services - 2.3%
Enerflex Ltd. (d)	27,000		346,371
Ensco PLC Class A	6,597		396,941
National Oilwell Varco, Inc.	13,500		949,050
			1,692,362
Oil, Gas & Consumable Fuels - 12.1%
Chevron Corp.	28,897		3,547,101
ENI SpA	30,074		683,929
Exxon Mobil Corp.	29,322		2,652,761
Marathon Petroleum Corp.	7,300		602,250
Phillips 66	10,600		705,642
Suncor Energy, Inc.	25,000		758,380
			8,950,063
TOTAL ENERGY			10,642,425
FINANCIALS - 25.7%
Capital Markets - 2.0%
Bank of New York Mellon Corp.	25,800		775,548
Goldman Sachs Group, Inc.	2,400		388,992
MLP AG	50,388		345,142
			1,509,682
Commercial Banks - 7.3%
East West Bancorp, Inc.	14,800		389,832
PNC Financial Services Group, Inc.	14,579		1,044,440
U.S. Bancorp	42,266		1,481,846
Wells Fargo & Co.	62,232		2,523,508
			5,439,626
Consumer Finance - 2.7%
American Express Co.	12,300		931,233
Capital One Financial Corp.	17,318		1,055,186
			1,986,419
Diversified Financial Services - 5.3%
JPMorgan Chase & Co.	42,692		2,330,556
Common Stocks - continued
	Shares		Value
FINANCIALS - continued
Diversified Financial Services - continued
McGraw-Hill Companies, Inc.	8,732		$ 476,331
Moody's Corp.	2,749		182,644
The NASDAQ Stock Market, Inc.	29,534		929,140
			3,918,671
Insurance - 8.4%
ACE Ltd.	7,900		708,472
Berkshire Hathaway, Inc. Class B (a)	25,617		2,922,131
Everest Re Group Ltd.	3,696		479,039
Greenlight Capital Re, Ltd. (a)	14,425		348,941
Marsh & McLennan Companies, Inc.	10,400		416,208
MetLife, Inc.	16,579		732,958
The Travelers Companies, Inc.	6,887		576,580
			6,184,329
TOTAL FINANCIALS			19,038,727
HEALTH CARE - 16.2%
Biotechnology - 1.0%
Amgen, Inc.	7,000		703,710
Health Care Equipment & Supplies - 2.1%
Covidien PLC	14,400		915,840
Stryker Corp.	9,800		650,622
			1,566,462
Health Care Providers & Services - 6.1%
CIGNA Corp.	14,362		975,180
Express Scripts Holding Co. (a)	12,099		751,590
Laboratory Corp. of America Holdings (a)	6,700		666,583
McKesson Corp.	6,729		766,164
UnitedHealth Group, Inc.	22,200		1,390,386
			4,549,903
Pharmaceuticals - 7.0%
AstraZeneca PLC sponsored ADR	7,100		363,875
Endo Health Solutions, Inc. (a)	8,257		299,729
GlaxoSmithKline PLC sponsored ADR	18,161		940,195
Jazz Pharmaceuticals PLC (a)	6,338		430,794
Johnson & Johnson	6,708		564,679
Merck & Co., Inc.	35,230		1,645,241
Common Stocks - continued
	Shares		Value
HEALTH CARE - continued
Pharmaceuticals - continued
Pfizer, Inc.	3,694		$ 100,588
Sanofi SA sponsored ADR	16,230		861,651
			5,206,752
TOTAL HEALTH CARE			12,026,827
INDUSTRIALS - 6.2%
Aerospace & Defense - 0.9%
United Technologies Corp.	7,147		678,250
Electrical Equipment - 0.6%
Emerson Electric Co.	7,360		422,906
Industrial Conglomerates - 2.7%
3M Co.	8,300		915,241
Danaher Corp.	7,800		482,196
General Electric Co.	26,447		616,744
			2,014,181
Machinery - 0.8%
Stanley Black & Decker, Inc.	7,000		554,540
Professional Services - 1.2%
Dun & Bradstreet Corp. (d)	9,335		916,137
TOTAL INDUSTRIALS			4,586,014
INFORMATION TECHNOLOGY - 12.2%
Communications Equipment - 2.9%
Brocade Communications Systems, Inc. (a)	58,709		318,790
Cisco Systems, Inc.	76,600		1,844,528
			2,163,318
Computers & Peripherals - 2.5%
Apple, Inc.	900		404,712
EMC Corp.	23,000		569,480
Hewlett-Packard Co.	21,252		518,974
Lexmark International, Inc. Class A (d)	11,763		358,889
			1,852,055
Electronic Equipment & Components - 1.1%
Corning, Inc.	40,100		616,337
Tech Data Corp. (a)	3,900		195,468
			811,805
Common Stocks - continued
	Shares		Value
INFORMATION TECHNOLOGY - continued
IT Services - 4.0%
Amdocs Ltd.	13,400		$ 478,380
CACI International, Inc. Class A (a)	6,700		429,738
Cognizant Technology Solutions Corp. Class A (a)	6,400		413,760
Fidelity National Information Services, Inc.	7,990		358,751
Fiserv, Inc. (a)	8,800		767,008
The Western Union Co.	31,600		517,608
			2,965,245
Software - 1.7%
CA Technologies, Inc.	18,245		498,271
Microsoft Corp.	21,500		749,920
			1,248,191
TOTAL INFORMATION TECHNOLOGY			9,040,614
MATERIALS - 1.2%
Chemicals - 0.4%
Cytec Industries, Inc.	4,200		300,174
Containers & Packaging - 0.8%
Ball Corp.	13,100		565,396
TOTAL MATERIALS			865,570
TELECOMMUNICATION SERVICES - 1.4%
Wireless Telecommunication Services - 1.4%
Vodafone Group PLC	357,700		1,036,655
UTILITIES - 2.3%
Electric Utilities - 2.3%
American Electric Power Co., Inc.	17,700		811,014
Edison International	19,093		877,132
			1,688,146
TOTAL COMMON STOCKS (Cost $59,972,804)		72,617,376

Convertible Bonds - 0.7%
	Principal Amount		Value
INDUSTRIALS - 0.7%
Marine - 0.7%
DryShips, Inc. 5% 12/1/14	$ 620,000		$ 554,900
TOTAL CONVERTIBLE BONDS (Cost $508,040)		554,900

Money Market Funds - 3.2%
	Shares
Fidelity Cash Central Fund, 0.12% (b)	1,146,134		1,146,134
Fidelity Securities Lending Cash Central Fund, 0.12% (b)(c)	1,230,300		1,230,300
TOTAL MONEY MARKET FUNDS (Cost $2,376,434)		2,376,434
TOTAL INVESTMENT PORTFOLIO - 101.9% (Cost $62,857,278)			75,548,710
NET OTHER ASSETS (LIABILITIES) - (1.9)%			(1,437,818)
NET ASSETS - 100%		$ 74,110,892

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 are available on the SEC's website or upon request.

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

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

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	$ 1,196
Fidelity Securities Lending Cash Central Fund	2,590
Total	$ 3,786

Other Information

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

Valuation Inputs at Reporting Date:
Description	Total	Level 1	Level 2	Level 3
Investments in Securities:
Equities:
Consumer Discretionary	$ 8,550,730	$ 8,550,730	$ -	$ -
Consumer Staples	5,141,668	5,141,668	-	-
Energy	10,642,425	9,958,496	683,929	-
Financials	19,038,727	19,038,727	-	-
Health Care	12,026,827	12,026,827	-	-
Industrials	4,586,014	4,586,014	-	-
Information Technology	9,040,614	9,040,614	-	-
Materials	865,570	865,570	-	-
Telecommunication Services	1,036,655	-	1,036,655	-
Utilities	1,688,146	1,688,146	-	-
Corporate Bonds	554,900	-	554,900	-
Money Market Funds	2,376,434	2,376,434	-	-
Total Investments in Securities:	$ 75,548,710	$ 73,273,226	$ 2,275,484	$ -

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

United States of America	85.4%
United Kingdom	4.2%
Ireland	1.8%
Canada	1.5%
France	1.2%
Switzerland	1.0%
Others (Individually Less Than 1%)	4.9%
	100.0%

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

Semiannual Report

Financial Statements

Statement of Assets and Liabilities

	May 31, 2013 (Unaudited)
Assets
Investment in securities, at value (including securities loaned of $1,191,903) - See accompanying schedule: Unaffiliated issuers (cost $60,480,844)	$ 73,172,276
Fidelity Central Funds (cost $2,376,434)	2,376,434
Total Investments (cost $62,857,278)		$ 75,548,710
Cash		5,505
Receivable for investments sold		152,090
Receivable for fund shares sold		21,551
Dividends receivable		186,836
Interest receivable		15,500
Distributions receivable from Fidelity Central Funds		1,252
Prepaid expenses		29
Other receivables		901
Total assets		75,932,374
Liabilities
Payable for investments purchased	$ 402,060
Payable for fund shares redeemed	76,327
Accrued management fee	34,716
Distribution and service plan fees payable	28,042
Other affiliated payables	19,549
Other payables and accrued expenses	30,488
Collateral on securities loaned, at value	1,230,300
Total liabilities		1,821,482
Net Assets		$ 74,110,892
Net Assets consist of:
Paid in capital		$ 85,406,449
Undistributed net investment income		232,998
Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions		(24,219,923)
Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies		12,691,368
Net Assets		$ 74,110,892

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

Semiannual Report

Statement of Assets and Liabilities - continued

	May 31, 2013 (Unaudited)
Calculation of Maximum Offering Price Class A: Net Asset Value and redemption price per share ($34,077,097 ÷ 2,772,445 shares)		$ 12.29
Maximum offering price per share (100/94.25 of $12.29)		$ 13.04
Class T: Net Asset Value and redemption price per share ($24,699,639 ÷ 2,011,995 shares)		$ 12.28
Maximum offering price per share (100/96.50 of $12.28)		$ 12.73
Class B: Net Asset Value and offering price per share ($2,841,694 ÷ 233,209 shares)A		$ 12.19
Class C: Net Asset Value and offering price per share ($9,998,212 ÷ 828,598 shares)A		$ 12.07
Institutional Class: Net Asset Value, offering price and redemption price per share ($2,494,250 ÷ 199,958 shares)		$ 12.47

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

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

Semiannual Report

Financial Statements - continued

Statement of Operations

	Six months ended May 31, 2013 (Unaudited)
Investment Income
Dividends		$ 763,298
Interest		46,361
Income from Fidelity Central Funds		3,786
Total income		813,445
Expenses
Management fee Basic fee	$ 190,968
Performance adjustment	(49,360)
Transfer agent fees	101,573
Distribution and service plan fees	157,898
Accounting and security lending fees	13,411
Custodian fees and expenses	5,860
Independent trustees' compensation	208
Registration fees	58,094
Audit	30,608
Legal	139
Miscellaneous	287
Total expenses before reductions	509,686
Expense reductions	(18,920)	490,766
Net investment income (loss)		322,679
Realized and Unrealized Gain (Loss) Net realized gain (loss) on:
Investment securities:
Unaffiliated issuers	4,815,944
Foreign currency transactions	609
Total net realized gain (loss)		4,816,553
Change in net unrealized appreciation (depreciation) on: Investment securities	5,820,518
Assets and liabilities in foreign currencies	(27)
Total change in net unrealized appreciation (depreciation)		5,820,491
Net gain (loss)		10,637,044
Net increase (decrease) in net assets resulting from operations		$ 10,959,723

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

Semiannual Report

Statement of Changes in Net Assets

	Six months ended May 31, 2013 (Unaudited)	Year ended November 30, 2012
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$ 322,679	$ 664,905
Net realized gain (loss)	4,816,553	6,112,162
Change in net unrealized appreciation (depreciation)	5,820,491	3,630,671
Net increase (decrease) in net assets resulting from operations	10,959,723	10,407,738
Distributions to shareholders from net investment income	(666,191)	(227,180)
Share transactions - net increase (decrease)	(566,549)	(11,212,076)
Total increase (decrease) in net assets	9,726,983	(1,031,518)
Net Assets
Beginning of period	64,383,909	65,415,427
End of period (including undistributed net investment income of $232,998 and undistributed net investment income of $576,510, respectively)	$ 74,110,892	$ 64,383,909

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

Semiannual Report

Financial Highlights - Class A

	Six months ended May 31, 2013	Years ended November 30,
	(Unaudited)	2012	2011	2010	2009	2008
Selected Per-Share Data
Net asset value, beginning of period	$ 10.60	$ 9.09	$ 8.85	$ 8.07	$ 6.70	$ 12.21
Income from Investment Operations
Net investment income (loss) E	.07	.12	.06	.07 H	.06	.10
Net realized and unrealized gain (loss)	1.75	1.44	.27	.77	1.42	(5.05)
Total from investment operations	1.82	1.56	.33	.84	1.48	(4.95)
Distributions from net investment income	(.13)	(.05)	(.09)	(.06)	(.11)	-
Distributions from net realized gain	-	-	-	-	-	(.56)
Total distributions	(.13)	(.05)	(.09)	(.06)	(.11)	(.56)
Net asset value, end of period	$ 12.29	$ 10.60	$ 9.09	$ 8.85	$ 8.07	$ 6.70
Total Return B, C, D	17.42%	17.27%	3.72%	10.42%	22.49%	(42.50)%
Ratios to Average Net Assets F, I
Expenses before reductions	1.27% A	1.30%	1.27%	1.28%	1.33%	1.28%
Expenses net of fee waivers, if any	1.25% A	1.25%	1.25%	1.25%	1.25%	1.25%
Expenses net of all reductions	1.22% A	1.25%	1.25%	1.25%	1.24%	1.25%
Net investment income (loss)	1.14% A	1.20%	.59%	.83% H	.89%	.97%
Supplemental Data
Net assets, end of period (000 omitted)	$ 34,077	$ 29,282	$ 27,910	$ 34,244	$ 36,306	$ 32,365
Portfolio turnover rate G	69% A	77%	65%	103%	135%	170%

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

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

^F 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.

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

^H Investment income per share reflects a large, non-recurring dividend which amounted to $.05 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been .20%.

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

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

Semiannual Report

Financial Highlights - Class T

	Six months ended May 31, 2013	Years ended November 30,
	(Unaudited)	2012	2011	2010	2009	2008
Selected Per-Share Data
Net asset value, beginning of period	$ 10.57	$ 9.06	$ 8.81	$ 8.04	$ 6.67	$ 12.14
Income from Investment Operations
Net investment income (loss) E	.05	.09	.03	.05 H	.04	.07
Net realized and unrealized gain (loss)	1.77	1.44	.28	.76	1.42	(5.02)
Total from investment operations	1.82	1.53	.31	.81	1.46	(4.95)
Distributions from net investment income	(.11)	(.02)	(.06)	(.04)	(.09)	-
Distributions from net realized gain	-	-	-	-	-	(.52)
Total distributions	(.11)	(.02)	(.06)	(.04)	(.09)	(.52)
Net asset value, end of period	$ 12.28	$ 10.57	$ 9.06	$ 8.81	$ 8.04	$ 6.67
Total Return B, C, D	17.34%	16.94%	3.53%	10.06%	22.12%	(42.62)%
Ratios to Average Net Assets F, I
Expenses before reductions	1.53% A	1.55%	1.53%	1.54%	1.59%	1.53%
Expenses net of fee waivers, if any	1.50% A	1.50%	1.50%	1.50%	1.50%	1.50%
Expenses net of all reductions	1.47% A	1.50%	1.50%	1.49%	1.49%	1.50%
Net investment income (loss)	.89% A	.95%	.34%	.58% H	.64%	.72%
Supplemental Data
Net assets, end of period (000 omitted)	$ 24,700	$ 21,212	$ 21,319	$ 25,208	$ 29,288	$ 33,023
Portfolio turnover rate G	69% A	77%	65%	103%	135%	170%

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

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

^F 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.

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

^H Investment income per share reflects a large, non-recurring dividend which amounted to $.05 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been (.05)%.

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

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

Semiannual Report

Financial Highlights - Class B

	Six months ended May 31, 2013	Years ended November 30,
	(Unaudited)	2012	2011	2010	2009	2008
Selected Per-Share Data
Net asset value, beginning of period	$ 10.45	$ 8.98	$ 8.73	$ 7.96	$ 6.57	$ 11.96
Income from Investment Operations
Net investment income (loss) E	.02	.04	(.01)	.01 H	.01	.02
Net realized and unrealized gain (loss)	1.76	1.43	.27	.76	1.40	(4.97)
Total from investment operations	1.78	1.47	.26	.77	1.41	(4.95)
Distributions from net investment income	(.04)	-	(.01)	-	(.02)	-
Distributions from net realized gain	-	-	-	-	-	(.44)
Total distributions	(.04)	-	(.01)	-	(.02)	(.44)
Net asset value, end of period	$ 12.19	$ 10.45	$ 8.98	$ 8.73	$ 7.96	$ 6.57
Total Return B, C, D	17.05%	16.37%	2.96%	9.67%	21.46%	(42.96)%
Ratios to Average Net Assets F, I
Expenses before reductions	2.03% A	2.06%	2.02%	2.03%	2.08%	2.03%
Expenses net of fee waivers, if any	2.00% A	2.00%	2.00%	2.00%	2.00%	2.00%
Expenses net of all reductions	1.97% A	2.00%	2.00%	1.99%	1.99%	2.00%
Net investment income (loss)	.39% A	.45%	(.16)%	.08% H	.14%	.22%
Supplemental Data
Net assets, end of period (000 omitted)	$ 2,842	$ 2,981	$ 3,884	$ 5,478	$ 7,007	$ 8,296
Portfolio turnover rate G	69% A	77%	65%	103%	135%	170%

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

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

^F Fees and expenses of 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.

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

^H Investment income per share reflects a large, non-recurring dividend which amounted to $.05 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been (.55)%.

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

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

Semiannual Report

Financial Highlights - Class C

	Six months ended May 31, 2013	Years ended November 30,
	(Unaudited)	2012	2011	2010	2009	2008
Selected Per-Share Data
Net asset value, beginning of period	$ 10.37	$ 8.91	$ 8.67	$ 7.91	$ 6.55	$ 11.93
Income from Investment Operations
Net investment income (loss) E	.02	.04	(.01)	.01 H	.01	.02
Net realized and unrealized gain (loss)	1.74	1.42	.27	.75	1.39	(4.94)
Total from investment operations	1.76	1.46	.26	.76	1.40	(4.92)
Distributions from net investment income	(.06)	-	(.02)	- J	(.04)	-
Distributions from net realized gain	-	-	-	-	-	(.46)
Total distributions	(.06)	-	(.02)	- J	(.04)	(.46)
Net asset value, end of period	$ 12.07	$ 10.37	$ 8.91	$ 8.67	$ 7.91	$ 6.55
Total Return B, C, D	17.03%	16.39%	2.95%	9.64%	21.46%	(42.90)%
Ratios to Average Net Assets F, I
Expenses before reductions	2.02% A	2.05%	2.02%	2.03%	2.08%	2.03%
Expenses net of fee waivers, if any	2.00% A	2.00%	2.00%	2.00%	2.00%	2.00%
Expenses net of all reductions	1.97% A	2.00%	2.00%	1.99%	1.99%	2.00%
Net investment income (loss)	.39% A	.45%	(.16)%	.08% H	.14%	.22%
Supplemental Data
Net assets, end of period (000 omitted)	$ 9,998	$ 8,785	$ 8,922	$ 10,265	$ 11,556	$ 11,104
Portfolio turnover rate G	69% A	77%	65%	103%	135%	170%

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

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

^F Fees and expenses of 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.

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

^H Investment income per share reflects a large, non-recurring dividend which amounted to $.05 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been (.55)%.

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

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

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

Semiannual Report

Financial Highlights - Institutional Class

	Six months ended May 31, 2013	Years ended November 30,
	(Unaudited)	2012	2011	2010	2009	2008
Selected Per-Share Data
Net asset value, beginning of period	$ 10.75	$ 9.22	$ 8.97	$ 8.18	$ 6.80	$ 12.38
Income from Investment Operations
Net investment income (loss) D	.08	.15	.08	.09 G	.08	.12
Net realized and unrealized gain (loss)	1.79	1.45	.29	.78	1.43	(5.11)
Total from investment operations	1.87	1.60	.37	.87	1.51	(4.99)
Distributions from net investment income	(.15)	(.07)	(.12)	(.08)	(.13)	-
Distributions from net realized gain	-	-	-	-	-	(.59)
Total distributions	(.15)	(.07)	(.12)	(.08)	(.13)	(.59)
Net asset value, end of period	$ 12.47	$ 10.75	$ 9.22	$ 8.97	$ 8.18	$ 6.80
Total Return B, C	17.66%	17.49%	4.05%	10.65%	22.71%	(42.34)%
Ratios to Average Net Assets E, H
Expenses before reductions	.94% A	.96%	1.01%	1.03%	1.08%	1.01%
Expenses net of fee waivers, if any	.94% A	.96%	1.00%	1.00%	1.00%	1.00%
Expenses net of all reductions	.91% A	.96%	1.00%	1.00%	1.00%	1.00%
Net investment income (loss)	1.45% A	1.49%	.84%	1.08% G	1.14%	1.22%
Supplemental Data
Net assets, end of period (000 omitted)	$ 2,494	$ 2,123	$ 3,381	$ 6,617	$ 6,168	$ 5,173
Portfolio turnover rate F	69% A	77%	65%	103%	135%	170%

^A Annualized

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

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

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

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

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

^G Investment income per share reflects a large, non-recurring dividend which amounted to $.05 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been .45%.

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

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

Semiannual Report

Notes to Financial Statements

For the period ended May 31, 2013 (Unaudited)

1. Organization.

Fidelity Advisor® Equity Value Fund (the Fund) is a fund of Fidelity Advisor Series I (the Trust) and is authorized to issue an unlimited number of shares. The Trust is registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end management investment company organized as a Massachusetts business trust. The Fund offers Class A, Class T, Class C and Institutional Class shares, each of which, along with Class B shares, has equal rights as to assets and voting privileges. Class B shares are closed to new accounts and additional purchases, except for exchanges and reinvestments. Each class has exclusive voting rights with respect to matters that affect that class. Class B shares will automatically convert to Class A shares after a holding period of seven years from the initial date of purchase.

2. Investments in Fidelity Central Funds.

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

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

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 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:

Semiannual Report

3. Significant Accounting Policies - continued

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

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

Level 1 - quoted prices in active markets for identical investments

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

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

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

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

Debt securities, including restricted securities, are valued based on evaluated prices received from third party pricing vendors or from brokers who make markets in such securities. For corporate bonds, pricing vendors utilize matrix pricing which considers

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

3. Significant Accounting Policies - continued

Investment Valuation - continued

yield or price of bonds of comparable quality, coupon, maturity and type as well as broker-supplied prices. When independent prices are unavailable or unreliable, debt securities may be valued utilizing pricing methodologies which consider similar factors that would be used by third party pricing vendors. Debt securities are generally categorized as Level 2 in the hierarchy but may be Level 3 depending on the circumstances.

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

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 May 31, 2013, 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. Distributions received on

Semiannual Report

3. Significant Accounting Policies - continued

Investment Transactions and Income - continued

securities that represent a return of capital or capital gain are recorded as a reduction of cost of investments and/or as a realized gain. Subsequent to ex-dividend date the Fund determines the components of these distributions, based upon receipt of tax filings or other correspondence relating to the underlying investment. Interest income and distributions from the Fidelity Central Funds are accrued as earned. Interest income includes coupon interest and amortization of premium and accretion of discount on debt securities. Investment income is recorded net of foreign taxes withheld where recovery of such taxes is uncertain.

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

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

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

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

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

Book-tax differences are primarily due to foreign currency transactions, market discount, partnerships, capital loss carryforwards, loss deferred due to wash sales and excise tax regulations.

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

Gross unrealized appreciation	$ 12,898,224
Gross unrealized depreciation	(581,771)
Net unrealized appreciation (depreciation) on securities and other investments	$ 12,316,453
Tax cost	$ 63,232,257

Capital loss carryforwards are only available to offset future capital gains of the Fund to the extent provided by regulations and may be limited. Under the Regulated Investment Company Modernization Act of 2010 (the Act), the Fund is permitted to carry forward capital losses incurred in taxable years beginning after December 22, 2010 for an unlimited period and such capital losses are required to be used prior to any losses that expire. The capital loss carryforward information presented below, including any applicable limitation, is estimated as of fiscal period end and is subject to adjustment.

Fiscal year of expiration
2016	$ (6,986,240)
2017	(21,548,406)
Total capital loss carryforward	$ (28,534,646)

4. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $23,022,245 and $23,958,489, respectively.

5. Fees and Other Transactions with Affiliates.

Management Fee. FMR and its affiliates provide the Fund with investment management related services for which the Fund pays a monthly management fee. The management fee is the sum of an individual fund fee rate that is based on an annual rate of .30% of the Fund's average net assets and an annualized group fee rate that averaged .26% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by FMR. The group fee rate decreases as assets under management

Semiannual Report

5. Fees and Other Transactions with Affiliates - continued

Management Fee - continued

increase and increases as assets under management decrease. In addition, the management fee is subject to a performance adjustment (up to a maximum of ± .20% of the Fund's average net assets over a 36 month performance period). The upward or downward adjustment to the management fee is based on the relative investment performance of the Institutional Class of the Fund as compared to an appropriate benchmark index. For the period, the total annualized management fee rate, including the performance adjustment, was .41% of the Fund's average net assets.

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

	Distribution Fee	Service Fee	Total Fees	Retained by FDC
Class A	-%	.25%	$ 39,257	$ -
Class T	.25%	.25%	56,882	-
Class B	.75%	.25%	14,727	11,048
Class C	.75%	.25%	47,032	4,014
			$ 157,898	$ 15,062

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	$ 7,968
Class T	1,623
Class B*	2,512
Class C*	1,951
	$ 14,054

* 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.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

5. Fees and Other Transactions with Affiliates - continued

Transfer Agent Fees. Fidelity Investments Institutional Operations Company, Inc., (FIIOC), an affiliate of FMR, is the transfer, dividend disbursing and shareholder servicing agent for each class of the Fund. FIIOC receives account fees and asset-based fees that vary according to the account size and type of account of the shareholders of the respective classes of the Fund. 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 A	$ 46,484	.30
Class T	34,337	.30
Class B	4,396	.30
Class C	13,896	.30
Institutional Class	2,460	.21
	$ 101,573

* Annualized

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

Brokerage Commissions. The Fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of the investment adviser. Brokerage commissions are included in net realized gain (loss) and change in net unrealized appreciation (depreciation) in the Statement of Operations. The commissions paid to these affiliated firms were $834 for the period.

6. Committed Line of Credit.

The Fund participates with other funds managed by FMR or an affiliate in a $4.25 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro-rata portion of the line of credit, which amounted to $87 and is reflected in Miscellaneous expenses on the Statement of Operations. During the period, there were no borrowings on this line of credit.

Semiannual Report

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. 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 $2,590, including $13 from securities loaned to FCM.

8. Expense Reductions.

FMR voluntarily agreed to reimburse each class to the extent annual operating expenses exceeded certain levels of average net assets as noted in the table below. Some expenses, for example interest expense, including commitment fees, are excluded from this reimbursement.

The following classes were in reimbursement during the period:

	Expense Limitations	Reimbursement
Class A	1.25%	$ 3,415
Class T	1.50%	3,084
Class B	2.00%	355
Class C	2.00%	995
		$ 7,849

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

8. Expenses Reductions - continued

Many of the brokers with whom FMR places trades on behalf of the Fund provided services to the Fund in addition to trade execution. These services included payments of certain expenses on behalf of the Fund totaling $11,068 for the period. In addition, through arrangements with the Fund's custodian, credits realized as a result of uninvested cash balances were used to reduce the Fund's expenses. During the period, these credits reduced the Fund's custody expenses by $3.

9. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

	Six months ended May 31, 2013	Year ended November 30, 2012
From net investment income
Class A	$ 368,863	$ 153,829
Class T	207,812	48,135
Class B	10,127	-
Class C	48,842	-
Institutional Class	30,547	25,216
Total	$ 666,191	$ 227,180

10. Share Transactions.

Transactions for each class of shares were as follows:

	Shares		Dollars
	Six months ended May 31, 2013	Year ended November 30, 2012	Six months ended May 31, 2013	Year ended November 30, 2012
Class A
Shares sold	271,084	512,068	$ 3,100,460	$ 5,071,992
Reinvestment of distributions	32,284	15,952	339,948	141,492
Shares redeemed	(294,472)	(833,957)	(3,308,199)	(8,294,641)
Net increase (decrease)	8,896	(305,937)	$ 132,209	$ (3,081,157)
Class T
Shares sold	204,152	358,551	$ 2,335,271	$ 3,605,553
Reinvestment of distributions	19,297	5,241	203,195	46,483
Shares redeemed	(218,823)	(709,166)	(2,462,478)	(7,062,030)
Net increase (decrease)	4,626	(345,374)	$ 75,988	$ (3,409,994)
Class B
Shares sold	2,529	1,897	$ 29,130	$ 19,084
Reinvestment of distributions	894	-	9,368	-
Shares redeemed	(55,574)	(148,957)	(630,921)	(1,471,427)
Net increase (decrease)	(52,151)	(147,060)	$ (592,423)	$ (1,452,343)

Semiannual Report

10. Share Transactions - continued

	Shares		Dollars
	Six months ended May 31, 2013	Year ended November 30, 2012	Six months ended May 31, 2013	Year ended November 30, 2012
Class C
Shares sold	81,613	132,946	$ 907,299	$ 1,314,514
Reinvestment of distributions	4,183	-	43,420	-
Shares redeemed	(104,646)	(286,550)	(1,161,398)	(2,827,158)
Net increase (decrease)	(18,850)	(153,604)	$ (210,679)	$ (1,512,644)
Institutional Class
Shares sold	26,314	19,258	$ 303,421	$ 195,293
Reinvestment of distributions	2,690	2,110	28,699	18,952
Shares redeemed	(26,451)	(190,665)	(303,764)	(1,970,183)
Net increase (decrease)	2,553	(169,297)	$ 28,356	$ (1,755,938)

11. Other.

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

Semiannual 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)

AEV-USAN-0713
1.786787.110

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

Growth & Income

Fund - Institutional Class

Semiannual Report

May 31, 2013

(Fidelity Cover Art)

Contents

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.

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.

All other marks appearing herein are registered or unregistered trademarks or service marks of FMR LLC or an affiliated company. © 2013 FMR LLC. All rights reserved.

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.

Semiannual Report

Shareholder Expense Example

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

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (December 1, 2012 to May 31, 2013).

Actual Expenses

The first line of the accompanying table for each class of the Fund provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000.00 (for example, an $8,600 account value divided by $1,000.00 = 8.6), then multiply the result by the number in the first line for a class of the Fund under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period. 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.

Semiannual Report

Shareholder Expense Example - continued

	Annualized Expense RatioB	Beginning Account Value December 1, 2012	Ending Account Value May 31, 2013	Expenses Paid During Period* December 1, 2012 to May 31, 2013
Class A	1.03%
Actual		$ 1,000.00	$ 1,183.10	$ 5.61
HypotheticalA		$ 1,000.00	$ 1,019.80	$ 5.19
Class T	1.26%
Actual		$ 1,000.00	$ 1,181.70	$ 6.85
HypotheticalA		$ 1,000.00	$ 1,018.65	$ 6.34
Class B	1.81%
Actual		$ 1,000.00	$ 1,178.50	$ 9.83
HypotheticalA		$ 1,000.00	$ 1,015.91	$ 9.10
Class C	1.75%
Actual		$ 1,000.00	$ 1,178.90	$ 9.51
HypotheticalA		$ 1,000.00	$ 1,016.21	$ 8.80
Institutional Class	.70%
Actual		$ 1,000.00	$ 1,185.20	$ 3.81
HypotheticalA		$ 1,000.00	$ 1,021.44	$ 3.53

^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 182/365 (to reflect the one-half year period).

Semiannual Report

Investment Changes (Unaudited)

Top Ten Stocks as of May 31, 2013
	% of fund's net assets	% of fund's net assets 6 months ago
JPMorgan Chase & Co.	3.9	3.9
Apple, Inc.	3.4	4.5
General Electric Co.	2.9	2.6
Wells Fargo & Co.	2.8	3.2
Chevron Corp.	2.8	3.0
Microsoft Corp.	2.5	1.8
Procter & Gamble Co.	2.1	2.3
Citigroup, Inc.	2.1	1.5
Occidental Petroleum Corp.	2.1	0.8
Target Corp.	2.0	1.6
	26.6
Top Five Market Sectors as of May 31, 2013
	% of fund's net assets	% of fund's net assets 6 months ago
Financials	20.6	18.1
Information Technology	16.8	16.6
Health Care	13.9	12.1
Energy	12.3	11.4
Industrials	11.0	12.5

Asset Allocation (% of fund's net assets)
As of May 31, 2013 *			As of November 30, 2012 **
	Stocks 98.7%			Stocks 98.2%
	Convertible Securities 0.9%			Convertible Securities 1.2%
	Short-Term Investments and Net Other Assets (Liabilities) 0.4%			Short-Term Investments and Net Other Assets (Liabilities) 0.6%
* Foreign investments		10.9%	** Foreign investments		11.0%

Semiannual Report

Investments May 31, 2013 (Unaudited)

Showing Percentage of Net Assets

Common Stocks - 98.7%
	Shares		Value (000s)
CONSUMER DISCRETIONARY - 10.2%
Auto Components - 0.2%
Gentex Corp.	100,856		$ 2,307
Automobiles - 0.5%
Ford Motor Co.	336,349		5,274
Distributors - 0.3%
Li & Fung Ltd.	1,600,000		2,221
LKQ Corp. (a)	50,090		1,226
			3,447
Diversified Consumer Services - 0.2%
H&R Block, Inc.	62,900		1,841
Hotels, Restaurants & Leisure - 1.4%
Darden Restaurants, Inc.	6,248		324
McDonald's Corp.	95,345		9,207
Wyndham Worldwide Corp.	21,333		1,240
Yum! Brands, Inc.	69,664		4,720
			15,491
Leisure Equipment & Products - 0.1%
Mattel, Inc.	22,326		999
Media - 3.4%
Comcast Corp. Class A (special) (non-vtg.)	465,329		18,055
Scripps Networks Interactive, Inc. Class A	32,370		2,180
Time Warner, Inc.	224,376		13,097
Viacom, Inc. Class B (non-vtg.)	49,190		3,241
			36,573
Multiline Retail - 2.2%
Kohl's Corp.	41,321		2,124
Target Corp.	304,062		21,132
			23,256
Specialty Retail - 1.8%
Lowe's Companies, Inc.	399,440		16,820
Staples, Inc.	149,529		2,243
			19,063
Textiles, Apparel & Luxury Goods - 0.1%
Coach, Inc.	24,295		1,415
TOTAL CONSUMER DISCRETIONARY			109,666
CONSUMER STAPLES - 10.5%
Beverages - 2.6%
Molson Coors Brewing Co. Class B	38,927		1,923
Common Stocks - continued
	Shares		Value (000s)
CONSUMER STAPLES - continued
Beverages - continued
PepsiCo, Inc.	123,463		$ 9,972
The Coca-Cola Co.	397,664		15,903
			27,798
Food & Staples Retailing - 1.9%
CVS Caremark Corp.	97,951		5,640
Walgreen Co.	300,976		14,375
			20,015
Food Products - 0.9%
Danone SA	47,567		3,508
Kellogg Co.	92,537		5,742
			9,250
Household Products - 2.9%
Kimberly-Clark Corp.	88,967		8,615
Procter & Gamble Co.	287,135		22,040
Svenska Cellulosa AB (SCA) (B Shares)	26,100		652
			31,307
Tobacco - 2.2%
British American Tobacco PLC sponsored ADR	129,959		14,266
Lorillard, Inc.	203,557		8,639
Philip Morris International, Inc.	7,432		676
			23,581
TOTAL CONSUMER STAPLES			111,951
ENERGY - 12.2%
Energy Equipment & Services - 1.3%
Ensco PLC Class A	38,159		2,296
Exterran Partners LP	35,120		973
Halliburton Co.	162,819		6,814
Schlumberger Ltd.	56,934		4,158
			14,241
Oil, Gas & Consumable Fuels - 10.9%
Access Midstream Partners LP	35,729		1,537
Apache Corp.	57,948		4,759
Atlas Pipeline Partners LP	83,860		3,120
BG Group PLC	103,215		1,902
BP PLC sponsored ADR	95,529		4,099
Canadian Natural Resources Ltd.	220,350		6,567
Chevron Corp.	239,771		29,432
Common Stocks - continued
	Shares		Value (000s)
ENERGY - continued
Oil, Gas & Consumable Fuels - continued
ENI SpA	50,900		$ 1,158
Exxon Mobil Corp.	100,425		9,085
Legacy Reserves LP	18,676		495
Magellan Midstream Partners LP	3,954		206
Markwest Energy Partners LP	78,498		5,168
Occidental Petroleum Corp.	238,932		21,998
Royal Dutch Shell PLC Class A (United Kingdom)	296,939		9,882
Suncor Energy, Inc.	299,890		9,097
The Williams Companies, Inc.	211,603		7,444
Western Gas Partners LP	11,100		653
			116,602
TOTAL ENERGY			130,843
FINANCIALS - 20.6%
Capital Markets - 4.3%
Apollo Investment Corp.	86,794		720
Artisan Partners Asset Management, Inc.	4,500		210
Ashmore Group PLC	145,708		882
BlackRock, Inc. Class A	13,900		3,881
Charles Schwab Corp.	581,300		11,545
Greenhill & Co., Inc.	10,301		513
KKR & Co. LP	202,701		3,949
Morgan Stanley	421,430		10,915
Northern Trust Corp.	84,132		4,892
State Street Corp.	93,279		6,173
The Blackstone Group LP	87,437		1,914
UBS AG	47,604		835
			46,429
Commercial Banks - 5.9%
BNP Paribas SA	10,900		642
Comerica, Inc.	156,157		6,167
PNC Financial Services Group, Inc.	121,516		8,705
Standard Chartered PLC (United Kingdom)	144,510		3,375
SunTrust Banks, Inc.	66,995		2,150
U.S. Bancorp	322,803		11,317
Wells Fargo & Co.	746,921		30,288
			62,644
Consumer Finance - 0.2%
SLM Corp.	111,545		2,648
Common Stocks - continued
	Shares		Value (000s)
FINANCIALS - continued
Diversified Financial Services - 7.8%
Bank of America Corp.	840,069		$ 11,475
Citigroup, Inc.	423,292		22,007
JPMorgan Chase & Co.	770,109		42,035
KKR Financial Holdings LLC	455,079		4,787
NYSE Euronext	38,506		1,549
The NASDAQ Stock Market, Inc.	35,781		1,126
			82,979
Insurance - 1.5%
AFLAC, Inc.	12,009		669
Arthur J. Gallagher & Co.	7,400		323
MetLife, Inc.	223,728		9,891
MetLife, Inc. unit	58,400		3,103
Prudential Financial, Inc.	32,146		2,217
			16,203
Real Estate Investment Trusts - 0.5%
American Capital Agency Corp.	4,100		106
Aviv REIT, Inc.	5,500		143
BioMed Realty Trust, Inc.	16,600		347
Invesco Mortgage Capital, Inc.	5,700		106
MFA Financial, Inc.	12,200		107
Sun Communities, Inc.	89,746		4,485
			5,294
Real Estate Management & Development - 0.1%
Beazer Pre-Owned Rental Homes, Inc. (e)	67,500		1,418
Thrifts & Mortgage Finance - 0.3%
Radian Group, Inc.	218,390		2,811
TOTAL FINANCIALS			220,426
HEALTH CARE - 13.2%
Biotechnology - 0.8%
Amgen, Inc.	85,656		8,611
Health Care Equipment & Supplies - 1.0%
Abbott Laboratories	56,226		2,062
ResMed, Inc. (d)	10,018		481
St. Jude Medical, Inc.	99,478		4,300
Stryker Corp.	57,159		3,795
			10,638
Common Stocks - continued
	Shares		Value (000s)
HEALTH CARE - continued
Health Care Providers & Services - 3.7%
Aetna, Inc.	96,128		$ 5,804
AmerisourceBergen Corp.	13,200		714
Fresenius Medical Care AG & Co. KGaA	13,500		917
Humana, Inc.	7,700		622
McKesson Corp.	69,233		7,883
Quest Diagnostics, Inc.	150,508		9,307
UnitedHealth Group, Inc.	119,267		7,470
WellPoint, Inc.	93,507		7,197
			39,914
Health Care Technology - 0.2%
Quality Systems, Inc.	85,400		1,527
Life Sciences Tools & Services - 0.3%
Lonza Group AG	34,912		2,609
Pharmaceuticals - 7.2%
AbbVie, Inc.	181,055		7,729
AstraZeneca PLC sponsored ADR	55,426		2,841
Eli Lilly & Co.	29,304		1,558
GlaxoSmithKline PLC sponsored ADR	186,033		9,631
Johnson & Johnson	206,157		17,354
Merck & Co., Inc.	449,900		21,010
Novartis AG sponsored ADR	61,493		4,413
Pfizer, Inc.	220,780		6,012
Sanofi SA	37,334		3,981
Teva Pharmaceutical Industries Ltd. sponsored ADR	47,029		1,797
Warner Chilcott PLC	56,800		1,091
			77,417
TOTAL HEALTH CARE			140,716
INDUSTRIALS - 10.9%
Aerospace & Defense - 2.3%
Honeywell International, Inc.	27,671		2,171
Rockwell Collins, Inc.	62,178		4,026
The Boeing Co.	111,994		11,090
United Technologies Corp.	73,431		6,969
			24,256
Common Stocks - continued
	Shares		Value (000s)
INDUSTRIALS - continued
Air Freight & Logistics - 1.5%
C.H. Robinson Worldwide, Inc.	72,071		$ 4,086
United Parcel Service, Inc. Class B	145,924		12,535
			16,621
Commercial Services & Supplies - 0.2%
Pitney Bowes, Inc. (d)	64,421		946
Ritchie Brothers Auctioneers, Inc. (d)	36,800		760
			1,706
Electrical Equipment - 0.4%
Hubbell, Inc. Class B	42,282		4,246
Industrial Conglomerates - 2.9%
General Electric Co.	1,339,557		31,238
Machinery - 1.3%
Douglas Dynamics, Inc.	157,195		2,198
Illinois Tool Works, Inc.	24,950		1,750
Ingersoll-Rand PLC	73,627		4,236
ITT Corp.	38,441		1,159
Stanley Black & Decker, Inc.	51,599		4,088
			13,431
Marine - 0.0%
Irish Continental Group PLC unit	17,007		507
Professional Services - 0.3%
Acacia Research Corp.	24,900		623
Amadeus Fire AG	7,943		524
Dun & Bradstreet Corp.	13,200		1,295
Michael Page International PLC	181,494		1,061
			3,503
Road & Rail - 1.4%
CSX Corp.	302,054		7,615
J.B. Hunt Transport Services, Inc.	41,780		3,078
Norfolk Southern Corp.	55,308		4,236
			14,929
Trading Companies & Distributors - 0.6%
MSC Industrial Direct Co., Inc. Class A	28,300		2,340
W.W. Grainger, Inc.	14,173		3,649
Watsco, Inc.	5,851		510
			6,499
TOTAL INDUSTRIALS			116,936
Common Stocks - continued
	Shares		Value (000s)
INFORMATION TECHNOLOGY - 16.8%
Communications Equipment - 2.3%
Cisco Systems, Inc.	706,545		$ 17,014
QUALCOMM, Inc.	118,513		7,523
			24,537
Computers & Peripherals - 3.5%
Apple, Inc.	79,814		35,891
EMC Corp.	40,700		1,008
			36,899
Electronic Equipment & Components - 0.0%
Arrow Electronics, Inc. (a)	12,034		478
Internet Software & Services - 1.8%
Google, Inc. Class A (a)	22,641		19,707
IT Services - 5.6%
Accenture PLC Class A	18,202		1,495
Cognizant Technology Solutions Corp. Class A (a)	64,210		4,151
Fidelity National Information Services, Inc.	135,540		6,086
IBM Corp.	20,300		4,223
MasterCard, Inc. Class A	17,239		9,831
Paychex, Inc.	493,786		18,384
The Western Union Co.	382,361		6,263
Visa, Inc. Class A	53,535		9,537
			59,970
Semiconductors & Semiconductor Equipment - 1.0%
Altera Corp.	73,505		2,440
Analog Devices, Inc.	59,173		2,718
Applied Materials, Inc.	336,064		5,108
			10,266
Software - 2.6%
Microsoft Corp.	746,207		26,028
Oracle Corp.	39,692		1,340
			27,368
TOTAL INFORMATION TECHNOLOGY			179,225
MATERIALS - 1.2%
Chemicals - 1.2%
Air Products & Chemicals, Inc.	11,032		1,042
Airgas, Inc.	27,852		2,866
E.I. du Pont de Nemours & Co.	55,052		3,071
FMC Corp.	14,859		932
Common Stocks - continued
	Shares		Value (000s)
MATERIALS - continued
Chemicals - continued
Sigma Aldrich Corp.	5,233		$ 438
Syngenta AG (Switzerland)	11,406		4,449
			12,798
Metals & Mining - 0.0%
Freeport-McMoRan Copper & Gold, Inc.	4,100		127
TOTAL MATERIALS			12,925
TELECOMMUNICATION SERVICES - 2.1%
Diversified Telecommunication Services - 1.3%
CenturyLink, Inc.	30,986		1,058
Verizon Communications, Inc.	269,928		13,086
			14,144
Wireless Telecommunication Services - 0.8%
Vodafone Group PLC sponsored ADR	287,550		8,325
TOTAL TELECOMMUNICATION SERVICES			22,469
UTILITIES - 1.0%
Electric Utilities - 0.7%
Duke Energy Corp.	15,281		1,023
EDF SA (d)	32,000		732
FirstEnergy Corp.	50,161		1,957
Hawaiian Electric Industries, Inc.	36,800		963
ITC Holdings Corp.	13,250		1,147
Northeast Utilities	16,365		682
PPL Corp.	31,266		929
			7,433
Multi-Utilities - 0.3%
National Grid PLC	17,865		212
PG&E Corp.	24,838		1,115
Sempra Energy	25,800		2,098
			3,425
TOTAL UTILITIES			10,858
TOTAL COMMON STOCKS (Cost $845,693)		1,056,015
Convertible Preferred Stocks - 0.8%
	Shares		Value (000s)
ENERGY - 0.0%
Oil, Gas & Consumable Fuels - 0.0%
Apache Corp. 6.00%	14,200		$ 664
HEALTH CARE - 0.7%
Health Care Equipment & Supplies - 0.7%
Alere, Inc. 3.00%	30,588		7,257
INDUSTRIALS - 0.1%
Aerospace & Defense - 0.1%
United Technologies Corp. 7.50%	18,900		1,140
TOTAL CONVERTIBLE PREFERRED STOCKS (Cost $9,666)		9,061

Convertible Bonds - 0.1%
	Principal Amount (000s)
ENERGY - 0.1%
Oil, Gas & Consumable Fuels - 0.1%
Amyris, Inc. 3% 2/27/17 (Cost $1,592)	$ 1,592	1,131

Money Market Funds - 0.5%
	Shares
Fidelity Cash Central Fund, 0.12% (b)	3,404,468		3,404
Fidelity Securities Lending Cash Central Fund, 0.12% (b)(c)	1,711,430		1,711
TOTAL MONEY MARKET FUNDS (Cost $5,115)		5,115
TOTAL INVESTMENT PORTFOLIO - 100.1% (Cost $862,066)		1,071,322
NET OTHER ASSETS (LIABILITIES) - (0.1)%		(1,487)
NET ASSETS - 100%		$ 1,069,835

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 are available on the SEC's website or upon request.

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

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

(e) 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 $1,418,000 or 0.1% of net assets.

Additional information on each restricted holding is as follows:

Security	Acquisition Date	Acquisition Cost (000s)
Beazer Pre-Owned Rental Homes, Inc.	5/3/12 - 10/23/12	$ 1,350

Affiliated Central Funds

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

Fund	Income earned (Amounts in thousands)
Fidelity Cash Central Fund	$ 2
Fidelity Securities Lending Cash Central Fund	25
Total	$ 27

Other Information

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

Valuation Inputs at Reporting Date:
Description (Amounts in thousands)	Total	Level 1	Level 2	Level 3
Investments in Securities:
Equities:
Consumer Discretionary	$ 109,666	$ 107,445	$ 2,221	$ -
Consumer Staples	111,951	111,951	-	-
Energy	131,507	120,467	11,040	-
Financials	220,426	215,070	3,938	1,418
Health Care	147,973	143,075	4,898	-
Industrials	118,076	118,076	-	-
Information Technology	179,225	179,225	-	-
Materials	12,925	8,476	4,449	-
Telecommunication Services	22,469	22,469	-	-
Utilities	10,858	10,646	212	-
Corporate Bonds	1,131	-	1,131	-
Money Market Funds	5,115	5,115	-	-
Total Investments in Securities:	$ 1,071,322	$ 1,042,015	$ 27,889	$ 1,418

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

United States of America	89.1%
United Kingdom	5.5%
Canada	1.6%
Switzerland	1.2%
Others (Individually Less Than 1%)	2.6%
	100.0%

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

Semiannual Report

Financial Statements

Statement of Assets and Liabilities

Amounts in thousands (except per-share amounts)	May 31, 2013 (Unaudited)
Assets
Investment in securities, at value (including securities loaned of $1,611) - See accompanying schedule: Unaffiliated issuers (cost $856,951)	$ 1,066,207
Fidelity Central Funds (cost $5,115)	5,115
Total Investments (cost $862,066)		$ 1,071,322
Receivable for investments sold		4,644
Receivable for fund shares sold		695
Dividends receivable		2,599
Interest receivable		12
Distributions receivable from Fidelity Central Funds		22
Prepaid expenses		1
Other receivables		6
Total assets		1,079,301
Liabilities
Payable for investments purchased	$ 6,167
Payable for fund shares redeemed	733
Accrued management fee	409
Distribution and service plan fees payable	185
Other affiliated payables	214
Other payables and accrued expenses	47
Collateral on securities loaned, at value	1,711
Total liabilities		9,466
Net Assets		$ 1,069,835
Net Assets consist of:
Paid in capital		$ 764,161
Undistributed net investment income		6,696
Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions		89,727
Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies		209,251
Net Assets		$ 1,069,835

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

Semiannual Report

Financial Statements - continued

Statement of Assets and Liabilities - continued

Amounts in thousands (except per-share amounts)	May 31, 2013 (Unaudited)
Calculation of Maximum Offering Price  Class A: Net Asset Value and redemption price per share ($211,178 ÷ 9,098.6 shares)		$ 23.21
Maximum offering price per share (100/94.25 of $23.21)		$ 24.63
Class T: Net Asset Value and redemption price per share ($186,635 ÷ 8,043.1 shares)		$ 23.20
Maximum offering price per share (100/96.50 of $23.20)		$ 24.04
Class B: Net Asset Value and offering price per share ($10,617 ÷ 476.4 shares)A		$ 22.29
Class C: Net Asset Value and offering price per share ($65,736 ÷ 2,960.9 shares)A		$ 22.20
Institutional Class: Net Asset Value, offering price and redemption price per share ($595,669 ÷ 25,466.6 shares)		$ 23.39

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

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

Semiannual Report

Statement of Operations

Amounts in thousands Six months ended May 31, 2013 (Unaudited)
Investment Income
Dividends		$ 13,855
Interest		39
Income from Fidelity Central Funds		27
Total income		13,921
Expenses
Management fee	$ 2,342
Transfer agent fees	1,099
Distribution and service plan fees	1,047
Accounting and security lending fees	170
Custodian fees and expenses	42
Independent trustees' compensation	3
Registration fees	44
Audit	36
Legal	2
Interest	1
Miscellaneous	7
Total expenses before reductions	4,793
Expense reductions	(138)	4,655
Net investment income (loss)		9,266
Realized and Unrealized Gain (Loss) Net realized gain (loss) on:
Investment securities:
Unaffiliated issuers	44,219
Redemption in-kind with affiliated entities	94,937
Foreign currency transactions	2
Total net realized gain (loss)		139,158
Change in net unrealized appreciation (depreciation) on: Investment securities	22,931
Assets and liabilities in foreign currencies	(8)
Total change in net unrealized appreciation (depreciation)		22,923
Net gain (loss)		162,081
Net increase (decrease) in net assets resulting from operations		$ 171,347

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

Semiannual Report

Financial Statements - continued

Statement of Changes in Net Assets

Amounts in thousands	Six months ended May 31, 2013 (Unaudited)	Year ended November 30, 2012
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$ 9,266	$ 28,263
Net realized gain (loss)	139,158	38,247
Change in net unrealized appreciation (depreciation)	22,923	189,073
Net increase (decrease) in net assets resulting from operations	171,347	255,583
Distributions to shareholders from net investment income	(2,542)	(45,234)
Distributions to shareholders from net realized gain	-	(2,237)
Total distributions	(2,542)	(47,471)
Share transactions - net increase (decrease)	(548,148)	(170,346)
Total increase (decrease) in net assets	(379,343)	37,766
Net Assets
Beginning of period	1,449,178	1,411,412
End of period (including undistributed net investment income of $6,696 and distributions in excess of net investment income of $28, respectively)	$ 1,069,835	$ 1,449,178

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

Semiannual Report

Financial Highlights - Class A

	Six months ended May 31, 2013	Years ended November 30,
	(Unaudited)	2012	2011	2010	2009	2008
Selected Per-Share Data
Net asset value, beginning of period	$ 19.67	$ 17.00	$ 16.05	$ 14.67	$ 11.96	$ 21.84
Income from Investment Operations
Net investment income (loss) E	.18	.33	.21	.04	.08	.12
Net realized and unrealized gain (loss)	3.41	2.90	.78	1.41	2.75	(8.82)
Total from investment operations	3.59	3.23	.99	1.45	2.83	(8.70)
Distributions from net investment income	(.05)	(.53)	(.04)	(.07)	(.12)	(.09)
Distributions from net realized gain	-	(.03)	-	-	-	(1.10)
Total distributions	(.05)	(.56)	(.04)	(.07)	(.12)	(1.18) J
Net asset value, end of period	$ 23.21	$ 19.67	$ 17.00	$ 16.05	$ 14.67	$ 11.96
Total Return B,C,D	18.31%	19.20%	6.17%	9.90%	23.96%	(42.07)%
Ratios to Average Net Assets F,H
Expenses before reductions	1.03% A	1.05%	1.06%	1.05%	1.09%	1.06%
Expenses net of fee waivers, if any	1.03% A	1.05%	1.06%	1.05%	1.09%	1.06%
Expenses net of all reductions	1.00% A	1.04%	1.05%	1.05%	1.08%	1.06%
Net investment income (loss)	1.70% A	1.75%	1.22%	.26%	.60%	.67%
Supplemental Data
Net assets, end of period (in millions)	$ 211	$ 183	$ 170	$ 232	$ 252	$ 228
Portfolio turnover rate G	52% A	57%	123%	102%	117%	124% I

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

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

^F 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.

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

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

^I The portfolio turnover rate does not include the assets acquired in the merger.

^J Total distributions of $1.183 per share is comprised of distributions from net investment income of $.085 and distributions from net realized gain of $1.098 per share.

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

Semiannual Report

Financial Highlights - Class T

	Six months ended May 31, 2013	Years ended November 30,
	(Unaudited)	2012	2011	2010	2009	2008
Selected Per-Share Data
Net asset value, beginning of period	$ 19.68	$ 16.97	$ 16.02	$ 14.64	$ 11.90	$ 21.70
Income from Investment Operations
Net investment income (loss) E	.16	.29	.17	- J	.04	.08
Net realized and unrealized gain (loss)	3.41	2.89	.78	1.41	2.75	(8.76)
Total from investment operations	3.57	3.18	.95	1.41	2.79	(8.68)
Distributions from net investment income	(.05)	(.44)	-	(.03)	(.05)	(.02)
Distributions from net realized gain	-	(.03)	-	-	-	(1.10)
Total distributions	(.05)	(.47)	-	(.03)	(.05)	(1.12) K
Net asset value, end of period	$ 23.20	$ 19.68	$ 16.97	$ 16.02	$ 14.64	$ 11.90
Total Return B,C,D	18.17%	18.93%	5.93%	9.63%	23.57%	(42.16)%
Ratios to Average Net Assets F,H
Expenses before reductions	1.26% A	1.27%	1.29%	1.31%	1.34%	1.28%
Expenses net of fee waivers, if any	1.26% A	1.27%	1.29%	1.31%	1.34%	1.28%
Expenses net of all reductions	1.23% A	1.26%	1.28%	1.30%	1.34%	1.28%
Net investment income (loss)	1.48% A	1.53%	.99%	.01%	.35%	.45%
Supplemental Data
Net assets, end of period (in millions)	$ 187	$ 166	$ 158	$ 178	$ 201	$ 204
Portfolio turnover rate G	52% A	57%	123%	102%	117%	124% I

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

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

^F 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.

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

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

^I The portfolio turnover rate does not include the assets acquired in the merger.

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

^K Total distributions of $1.118 per share is comprised of distributions from net investment income of $.020 and distributions from net realized gain of $1.098 per share.

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

Semiannual Report

Financial Highlights - Class B

	Six months ended May 31, 2013	Years ended November 30,
	(Unaudited)	2012	2011	2010	2009	2008
Selected Per-Share Data
Net asset value, beginning of period	$ 18.95	$ 16.24	$ 15.41	$ 14.13	$ 11.49	$ 21.02
Income from Investment Operations
Net investment income (loss) E	.09	.18	.08	(.07)	(.02)	(.01)
Net realized and unrealized gain (loss)	3.29	2.78	.75	1.35	2.66	(8.48)
Total from investment operations	3.38	2.96	.83	1.28	2.64	(8.49)
Distributions from net investment income	(.04)	(.22)	-	-	-	-
Distributions from net realized gain	-	(.03)	-	-	-	(1.04)
Total distributions	(.04)	(.25)	-	-	-	(1.04)
Net asset value, end of period	$ 22.29	$ 18.95	$ 16.24	$ 15.41	$ 14.13	$ 11.49
Total Return B,C,D	17.85%	18.31%	5.39%	9.06%	22.98%	(42.48)%
Ratios to Average Net Assets F,H
Expenses before reductions	1.81% A	1.81%	1.81%	1.82%	1.85%	1.81%
Expenses net of fee waivers, if any	1.81% A	1.81%	1.81%	1.82%	1.85%	1.81%
Expenses net of all reductions	1.79% A	1.81%	1.80%	1.81%	1.84%	1.81%
Net investment income (loss)	.92% A	.99%	.47%	(.51)%	(.16)%	(.08)%
Supplemental Data
Net assets, end of period (in millions)	$ 11	$ 11	$ 13	$ 19	$ 27	$ 31
Portfolio turnover rate G	52% A	57%	123%	102%	117%	124% I

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

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

^F Fees and expenses of 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.

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

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

^I The portfolio turnover rate does not include the assets acquired in the merger.

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

Semiannual Report

Financial Highlights - Class C

	Six months ended May 31, 2013	Years ended November 30,
	(Unaudited)	2012	2011	2010	2009	2008
Selected Per-Share Data
Net asset value, beginning of period	$ 18.87	$ 16.23	$ 15.39	$ 14.12	$ 11.47	$ 20.99
Income from Investment Operations
Net investment income (loss) E	.10	.19	.08	(.07)	(.02)	(.01)
Net realized and unrealized gain (loss)	3.27	2.77	.76	1.34	2.67	(8.47)
Total from investment operations	3.37	2.96	.84	1.27	2.65	(8.48)
Distributions from net investment income	(.04)	(.29)	-	-	-	-
Distributions from net realized gain	-	(.03)	-	-	-	(1.04)
Total distributions	(.04)	(.32)	-	-	-	(1.04)
Net asset value, end of period	$ 22.20	$ 18.87	$ 16.23	$ 15.39	$ 14.12	$ 11.47
Total Return B,C,D	17.89%	18.33%	5.46%	8.99%	23.10%	(42.49)%
Ratios to Average Net Assets F,H
Expenses before reductions	1.75% A	1.76%	1.78%	1.80%	1.84%	1.79%
Expenses net of fee waivers, if any	1.75% A	1.76%	1.78%	1.80%	1.84%	1.79%
Expenses net of all reductions	1.72% A	1.76%	1.77%	1.80%	1.83%	1.78%
Net investment income (loss)	.98% A	1.04%	.50%	(.49)%	(.15)%	(.05)%
Supplemental Data
Net assets, end of period (in millions)	$ 66	$ 58	$ 53	$ 58	$ 63	$ 59
Portfolio turnover rate G	52% A	57%	123%	102%	117%	124% I

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

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

^F Fees and expenses of 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.

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

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

^I The portfolio turnover rate does not include the assets acquired in the merger.

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

Semiannual Report

Financial Highlights - Institutional Class

	Six months ended May 31, 2013	Years ended November 30,
	(Unaudited)	2012	2011	2010	2009	2008
Selected Per-Share Data
Net asset value, beginning of period	$ 19.79	$ 17.16	$ 16.19	$ 14.80	$ 12.07	$ 22.03
Income from Investment Operations
Net investment income (loss) D	.22	.40	.27	.09	.12	.18
Net realized and unrealized gain (loss)	3.44	2.91	.79	1.41	2.78	(8.89)
Total from investment operations	3.66	3.31	1.06	1.50	2.90	(8.71)
Distributions from net investment income	(.06)	(.65)	(.09)	(.11)	(.17)	(.15)
Distributions from net realized gain	-	(.03)	-	-	-	(1.10)
Total distributions	(.06)	(.68)	(.09)	(.11)	(.17)	(1.25) I
Net asset value, end of period	$ 23.39	$ 19.79	$ 17.16	$ 16.19	$ 14.80	$ 12.07
Total Return B,C	18.52%	19.59%	6.56%	10.23%	24.36%	(41.88)%
Ratios to Average Net Assets E,G
Expenses before reductions	.70% A	.71%	.72%	.73%	.77%	.74%
Expenses net of fee waivers, if any	.70% A	.71%	.72%	.73%	.77%	.74%
Expenses net of all reductions	.67% A	.70%	.71%	.72%	.77%	.73%
Net investment income (loss)	2.03% A	2.09%	1.56%	.59%	.92%	1.00%
Supplemental Data
Net assets, end of period (in millions)	$ 596	$ 1,031	$ 1,017	$ 870	$ 1,017	$ 725
Portfolio turnover rate F	52% A	57%	123%	102%	117%	124% H

^A Annualized

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

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

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

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

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

^G 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 The portfolio turnover rate does not include the assets acquired in the merger.

^I Total distributions of $1.252 per share is comprised of distributions from net investment income of $.154 and distributions from net realized gain of $1.098 per share.

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

Semiannual Report

Notes to Financial Statements

For the period ended May 31, 2013 (Unaudited)

(Amounts in thousands except percentages)

1. Organization.

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

2. Investments in Fidelity Central Funds.

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

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

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 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:

Semiannual Report

3. Significant Accounting Policies - continued

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

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

Level 1 - quoted prices in active markets for identical investments

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

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

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

Equity securities, including restricted securities, for which market quotations are readily available, are valued at the last reported sale price or official closing price as reported by a third party pricing vendor on the primary market or exchange on which they are traded and are categorized as Level 1 in the hierarchy. In the event there were no sales during the day or closing prices are not available, securities are valued at the last quoted bid price or may be valued using the last available price and are generally categorized as Level 2 in the hierarchy. For foreign equity securities, when market or security specific events arise, comparisons to the valuation of American Depositary Receipts (ADRs), futures contracts, Exchange-Traded Funds (ETFs) and certain indexes as well as quoted prices for similar securities may be used and would be categorized as Level 2 in the hierarchy. Utilizing these techniques may result in transfers between Level 1 and Level 2. For restricted equity securities and private placements where observable inputs are limited, assumptions about market activity and risk are used and these securities are generally categorized as Level 3 in the hierarchy.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except percentages)

3. Significant Accounting Policies - continued

Investment Valuation - continued

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

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

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 May 31, 2013, 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

Semiannual Report

3. Significant Accounting Policies - continued

Investment Transactions and Income - continued

the ex-dividend date. Non-cash dividends included in dividend income, if any, are recorded at the fair market value of the securities received. Distributions received on securities that represent a return of capital or capital gain are recorded as a reduction of cost of investments and/or as a realized gain. Subsequent to ex-dividend date the Fund determines the components of these distributions, based upon receipt of tax filings or other correspondence relating to the underlying investment. Interest income and distributions from the Fidelity Central Funds are accrued as earned. Interest income includes coupon interest and amortization of premium and accretion of discount on debt securities. Investment income is recorded net of foreign taxes withheld where recovery of such taxes is uncertain.

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

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

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

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except percentages)

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

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

Book-tax differences are primarily due to futures contracts, foreign currency transactions, market discount, partnerships, equity-debt classifications, capital loss carryforwards and losses deferred due to wash sales and excise tax regulations.

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

Gross unrealized appreciation	$ 213,378
Gross unrealized depreciation	(10,454)
Net unrealized appreciation (depreciation) on securities and other investments	$ 202,924
Tax cost	$ 868,398

Capital loss carryforwards are only available to offset future capital gains of the Fund to the extent provided by regulations and may be limited. Under the Regulated Investment Company Modernization Act of 2010 (the Act), the Fund is permitted to carry forward capital losses incurred in taxable years beginning after December 22, 2010 for an unlimited period and such capital losses are required to be used prior to any losses that expire. The capital loss carryforward information presented below, including any applicable limitation, is estimated as of fiscal period end and is subject to adjustment.

Fiscal year of expiration
2016	$ (3,650)
2017	(35,212)
Total capital loss carryforward	$ (38,862)

The capital loss carryforward expiring fiscal 2016 was acquired from Capital One Appreciation Fund.

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.

Semiannual Report

4. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $275,984 and $810,524, respectively.

5. Fees and Other Transactions with Affiliates.

Management Fee. FMR and its affiliates provide the Fund with investment management related services for which the Fund pays a monthly management fee. The management fee is the sum of an individual fund fee rate that is based on an annual rate of .20% of the Fund's average net assets and an annualized group fee rate that averaged .26% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by FMR. The group fee rate decreases as assets under management increase and increases as assets under management decrease. For the period, the total annualized management fee rate was .46% of the Fund's average net assets.

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

	Distribution Fee	Service Fee	Total Fees	Retained by FDC
Class A	-%	.25%	$ 245	$ 1
Class T	.25%	.25%	439	1
Class B	.75%	.25%	54	40
Class C	.75%	.25%	309	20
			$ 1,047	$ 62

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.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except percentages)

5. Fees and Other Transactions with Affiliates - continued

Sales Load - continued

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

	Retained by FDC
Class A	$ 25
Class T	9
Class B*	8
Class C*	1
	$ 43

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

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

	Amount	% of Average Net Assets*
Class A	$ 258	.26
Class T	212	.24
Class B	16	.30
Class C	73	.23
Institutional Class	540	.18
	$ 1,099

* Annualized

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

Semiannual Report

5. Fees and Other Transactions with Affiliates - continued

Brokerage Commissions. The Fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of the investment adviser. 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 $13 for the period.

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

Borrower or Lender	Average Loan Balance	Weighted Average Interest Rate	Interest Expense
Borrower	$ 5,624	.39%	$ 1

Redemptions In-Kind. During the period, 25,355 shares of the Fund held by affiliated entities were redeemed for cash and securities with a value of $503,299. The net realized gain of $94,937 on securities delivered through in-kind redemptions is included in the accompanying Statement of Operations. The amount of in-kind redemptions is included in share transactions in the accompanying Statement of Changes in Net Assets as well as Note 10: Share Transactions. The Fund recognized no gain or loss for federal income tax purposes.

6. Committed Line of Credit.

The Fund participates with other funds managed by FMR or an affiliate in a $4.25 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro-rata portion of the line of credit, which amounted to $2 and is reflected in Miscellaneous expenses on the Statement of Operations. During the period, there were no borrowings on this line of credit.

7. Security Lending.

The Fund lends portfolio securities through a lending agent from time to time in order to earn additional income. For equity securities, a lending agent is used and may loan securities to certain qualified borrowers, including Fidelity Capital Markets (FCM), a broker-dealer affiliated with the Fund. On the settlement date of the loan, the Fund

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except percentages)

7. Security Lending - continued

receives collateral (in the form of U.S. Treasury obligations, letters of credit and/or cash) against the loaned securities and maintains collateral in an amount not less than 100% of the market value of the loaned securities during the period of the loan. The market value of the loaned securities is determined at the close of business of the Fund and any additional required collateral is delivered to the Fund on the next business day. If the borrower defaults on its obligation to return the securities loaned because of insolvency or other reasons, the Fund may apply collateral received from the borrower against the obligation. The Fund may experience delays and costs in recovering the securities loaned. Any cash collateral received is invested in the Fidelity Securities Lending Cash Central Fund. The value of loaned securities and cash collateral at period end are disclosed on the Fund's Statement of Assets and Liabilities. The value of securities loaned to FCM at period end was $240. 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 $25, including two hundred and fifty seven dollars from securities loaned to FCM.

8. Expense Reductions.

Many of the brokers with whom FMR places trades on behalf of the Fund provided services to the Fund in addition to trade execution. These services included payments of certain expenses on behalf of the Fund totaling $138 for the period. In addition, through arrangements with the Fund's custodian, credits realized as a result of uninvested cash balances were used to reduce the Fund's expenses. During the period, these credits reduced the Fund's custody expenses by ninety-four dollars.

9. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

	Six months ended May 31, 2013	Year ended November 30, 2012
From net investment income
Class A	$ 483	$ 4,963
Class T	402	3,843
Class B	21	142
Class C	120	894
Institutional Class	1,516	35,392
Total	$ 2,542	$ 45,234

Semiannual Report

9. Distributions to Shareholders - continued

	Six months ended May 31, 2013	Year ended November 30, 2012
From net realized gain
Class A	$ -	$ 283
Class T	-	258
Class B	-	18
Class C	-	94
Institutional Class	-	1,584
Total	$ -	$ 2,237

10. Share Transactions.

Transactions for each class of shares were as follows:

	Shares		Dollars
	Six months ended May 31, 2013	Year ended November 30, 2012	Six months ended May 31, 2013	Year ended November 30, 2012
Class A
Shares sold	687	1,303	$ 14,690	$ 24,427
Reinvestment of distributions	22	252	431	4,662
Shares redeemed	(897)	(2,279)	(18,975)	(42,887)
Net increase (decrease)	(188)	(724)	$ (3,854)	$ (13,798)
Class T
Shares sold	390	780	$ 8,397	$ 14,651
Reinvestment of distributions	19	212	386	3,940
Shares redeemed	(815)	(1,871)	(17,329)	(34,844)
Net increase (decrease)	(406)	(879)	$ (8,546)	$ (16,253)
Class B
Shares sold	8	14	$ 177	$ 233
Reinvestment of distributions	1	8	19	147
Shares redeemed	(117)	(242)	(2,396)	(4,364)
Net increase (decrease)	(108)	(220)	$ (2,200)	$ (3,984)
Class C
Shares sold	208	306	$ 4,293	$ 5,607
Reinvestment of distributions	5	47	103	851
Shares redeemed	(325)	(558)	(6,664)	(10,063)
Net increase (decrease)	(112)	(205)	$ (2,268)	$ (3,605)
Institutional Class
Shares sold	2,329	9,408	$ 49,169	$ 179,442
Reinvestment of distributions	75	1,996	1,511	36,899
Shares redeemed	(29,034)A	(18,539)	(581,960)A	(349,047)
Net increase (decrease)	(26,630)	(7,135)	$ (531,280)	$ (132,706)

^A Amount includes in-kind redemptions (see Note 5: Redemptions In-Kind).

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except percentages)

11. Other.

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

At the end of the period, the Fidelity Advisor Freedom Funds were the owners of record, in the aggregate, of approximately 54% of the total outstanding shares of the Fund.

Semiannual Report

Investment Adviser

Fidelity Management & Research Company

Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

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

Fidelity Management & Research (Japan) Inc.

Fidelity Management & Research (Hong Kong) Limited

General Distributor

Fidelity Distributors Corporation

Smithfield, RI

Transfer and Service Agents

Fidelity Investments Institutional
Operations Company, Inc.

Boston, MA

Fidelity Service Company, Inc.

Boston, MA

Custodian

JPMorgan Chase Bank

New York, NY

(Fidelity Investment logo)(registered trademark)

AGAII-USAN-0713
1.786792.110

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

Growth & Income

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

Semiannual Report

May 31, 2013

(Fidelity Cover Art)

Contents

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.

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.

All other marks appearing herein are registered or unregistered trademarks or service marks of FMR LLC or an affiliated company. © 2013 FMR LLC. All rights reserved.

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.

Semiannual Report

Shareholder Expense Example

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

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (December 1, 2012 to May 31, 2013).

Actual Expenses

The first line of the accompanying table for each class of the Fund provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000.00 (for example, an $8,600 account value divided by $1,000.00 = 8.6), then multiply the result by the number in the first line for a class of the Fund under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period. 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.

Semiannual Report

Shareholder Expense Example - continued

	Annualized Expense RatioB	Beginning Account Value December 1, 2012	Ending Account Value May 31, 2013	Expenses Paid During Period* December 1, 2012 to May 31, 2013
Class A	1.03%
Actual		$ 1,000.00	$ 1,183.10	$ 5.61
HypotheticalA		$ 1,000.00	$ 1,019.80	$ 5.19
Class T	1.26%
Actual		$ 1,000.00	$ 1,181.70	$ 6.85
HypotheticalA		$ 1,000.00	$ 1,018.65	$ 6.34
Class B	1.81%
Actual		$ 1,000.00	$ 1,178.50	$ 9.83
HypotheticalA		$ 1,000.00	$ 1,015.91	$ 9.10
Class C	1.75%
Actual		$ 1,000.00	$ 1,178.90	$ 9.51
HypotheticalA		$ 1,000.00	$ 1,016.21	$ 8.80
Institutional Class	.70%
Actual		$ 1,000.00	$ 1,185.20	$ 3.81
HypotheticalA		$ 1,000.00	$ 1,021.44	$ 3.53

^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 182/365 (to reflect the one-half year period).

Semiannual Report

Investment Changes (Unaudited)

Top Ten Stocks as of May 31, 2013
	% of fund's net assets	% of fund's net assets 6 months ago
JPMorgan Chase & Co.	3.9	3.9
Apple, Inc.	3.4	4.5
General Electric Co.	2.9	2.6
Wells Fargo & Co.	2.8	3.2
Chevron Corp.	2.8	3.0
Microsoft Corp.	2.5	1.8
Procter & Gamble Co.	2.1	2.3
Citigroup, Inc.	2.1	1.5
Occidental Petroleum Corp.	2.1	0.8
Target Corp.	2.0	1.6
	26.6
Top Five Market Sectors as of May 31, 2013
	% of fund's net assets	% of fund's net assets 6 months ago
Financials	20.6	18.1
Information Technology	16.8	16.6
Health Care	13.9	12.1
Energy	12.3	11.4
Industrials	11.0	12.5

Asset Allocation (% of fund's net assets)
As of May 31, 2013 *			As of November 30, 2012 **
	Stocks 98.7%			Stocks 98.2%
	Convertible Securities 0.9%			Convertible Securities 1.2%
	Short-Term Investments and Net Other Assets (Liabilities) 0.4%			Short-Term Investments and Net Other Assets (Liabilities) 0.6%
* Foreign investments		10.9%	** Foreign investments		11.0%

Semiannual Report

Investments May 31, 2013 (Unaudited)

Showing Percentage of Net Assets

Common Stocks - 98.7%
	Shares		Value (000s)
CONSUMER DISCRETIONARY - 10.2%
Auto Components - 0.2%
Gentex Corp.	100,856		$ 2,307
Automobiles - 0.5%
Ford Motor Co.	336,349		5,274
Distributors - 0.3%
Li & Fung Ltd.	1,600,000		2,221
LKQ Corp. (a)	50,090		1,226
			3,447
Diversified Consumer Services - 0.2%
H&R Block, Inc.	62,900		1,841
Hotels, Restaurants & Leisure - 1.4%
Darden Restaurants, Inc.	6,248		324
McDonald's Corp.	95,345		9,207
Wyndham Worldwide Corp.	21,333		1,240
Yum! Brands, Inc.	69,664		4,720
			15,491
Leisure Equipment & Products - 0.1%
Mattel, Inc.	22,326		999
Media - 3.4%
Comcast Corp. Class A (special) (non-vtg.)	465,329		18,055
Scripps Networks Interactive, Inc. Class A	32,370		2,180
Time Warner, Inc.	224,376		13,097
Viacom, Inc. Class B (non-vtg.)	49,190		3,241
			36,573
Multiline Retail - 2.2%
Kohl's Corp.	41,321		2,124
Target Corp.	304,062		21,132
			23,256
Specialty Retail - 1.8%
Lowe's Companies, Inc.	399,440		16,820
Staples, Inc.	149,529		2,243
			19,063
Textiles, Apparel & Luxury Goods - 0.1%
Coach, Inc.	24,295		1,415
TOTAL CONSUMER DISCRETIONARY			109,666
CONSUMER STAPLES - 10.5%
Beverages - 2.6%
Molson Coors Brewing Co. Class B	38,927		1,923
Common Stocks - continued
	Shares		Value (000s)
CONSUMER STAPLES - continued
Beverages - continued
PepsiCo, Inc.	123,463		$ 9,972
The Coca-Cola Co.	397,664		15,903
			27,798
Food & Staples Retailing - 1.9%
CVS Caremark Corp.	97,951		5,640
Walgreen Co.	300,976		14,375
			20,015
Food Products - 0.9%
Danone SA	47,567		3,508
Kellogg Co.	92,537		5,742
			9,250
Household Products - 2.9%
Kimberly-Clark Corp.	88,967		8,615
Procter & Gamble Co.	287,135		22,040
Svenska Cellulosa AB (SCA) (B Shares)	26,100		652
			31,307
Tobacco - 2.2%
British American Tobacco PLC sponsored ADR	129,959		14,266
Lorillard, Inc.	203,557		8,639
Philip Morris International, Inc.	7,432		676
			23,581
TOTAL CONSUMER STAPLES			111,951
ENERGY - 12.2%
Energy Equipment & Services - 1.3%
Ensco PLC Class A	38,159		2,296
Exterran Partners LP	35,120		973
Halliburton Co.	162,819		6,814
Schlumberger Ltd.	56,934		4,158
			14,241
Oil, Gas & Consumable Fuels - 10.9%
Access Midstream Partners LP	35,729		1,537
Apache Corp.	57,948		4,759
Atlas Pipeline Partners LP	83,860		3,120
BG Group PLC	103,215		1,902
BP PLC sponsored ADR	95,529		4,099
Canadian Natural Resources Ltd.	220,350		6,567
Chevron Corp.	239,771		29,432
Common Stocks - continued
	Shares		Value (000s)
ENERGY - continued
Oil, Gas & Consumable Fuels - continued
ENI SpA	50,900		$ 1,158
Exxon Mobil Corp.	100,425		9,085
Legacy Reserves LP	18,676		495
Magellan Midstream Partners LP	3,954		206
Markwest Energy Partners LP	78,498		5,168
Occidental Petroleum Corp.	238,932		21,998
Royal Dutch Shell PLC Class A (United Kingdom)	296,939		9,882
Suncor Energy, Inc.	299,890		9,097
The Williams Companies, Inc.	211,603		7,444
Western Gas Partners LP	11,100		653
			116,602
TOTAL ENERGY			130,843
FINANCIALS - 20.6%
Capital Markets - 4.3%
Apollo Investment Corp.	86,794		720
Artisan Partners Asset Management, Inc.	4,500		210
Ashmore Group PLC	145,708		882
BlackRock, Inc. Class A	13,900		3,881
Charles Schwab Corp.	581,300		11,545
Greenhill & Co., Inc.	10,301		513
KKR & Co. LP	202,701		3,949
Morgan Stanley	421,430		10,915
Northern Trust Corp.	84,132		4,892
State Street Corp.	93,279		6,173
The Blackstone Group LP	87,437		1,914
UBS AG	47,604		835
			46,429
Commercial Banks - 5.9%
BNP Paribas SA	10,900		642
Comerica, Inc.	156,157		6,167
PNC Financial Services Group, Inc.	121,516		8,705
Standard Chartered PLC (United Kingdom)	144,510		3,375
SunTrust Banks, Inc.	66,995		2,150
U.S. Bancorp	322,803		11,317
Wells Fargo & Co.	746,921		30,288
			62,644
Consumer Finance - 0.2%
SLM Corp.	111,545		2,648
Common Stocks - continued
	Shares		Value (000s)
FINANCIALS - continued
Diversified Financial Services - 7.8%
Bank of America Corp.	840,069		$ 11,475
Citigroup, Inc.	423,292		22,007
JPMorgan Chase & Co.	770,109		42,035
KKR Financial Holdings LLC	455,079		4,787
NYSE Euronext	38,506		1,549
The NASDAQ Stock Market, Inc.	35,781		1,126
			82,979
Insurance - 1.5%
AFLAC, Inc.	12,009		669
Arthur J. Gallagher & Co.	7,400		323
MetLife, Inc.	223,728		9,891
MetLife, Inc. unit	58,400		3,103
Prudential Financial, Inc.	32,146		2,217
			16,203
Real Estate Investment Trusts - 0.5%
American Capital Agency Corp.	4,100		106
Aviv REIT, Inc.	5,500		143
BioMed Realty Trust, Inc.	16,600		347
Invesco Mortgage Capital, Inc.	5,700		106
MFA Financial, Inc.	12,200		107
Sun Communities, Inc.	89,746		4,485
			5,294
Real Estate Management & Development - 0.1%
Beazer Pre-Owned Rental Homes, Inc. (e)	67,500		1,418
Thrifts & Mortgage Finance - 0.3%
Radian Group, Inc.	218,390		2,811
TOTAL FINANCIALS			220,426
HEALTH CARE - 13.2%
Biotechnology - 0.8%
Amgen, Inc.	85,656		8,611
Health Care Equipment & Supplies - 1.0%
Abbott Laboratories	56,226		2,062
ResMed, Inc. (d)	10,018		481
St. Jude Medical, Inc.	99,478		4,300
Stryker Corp.	57,159		3,795
			10,638
Common Stocks - continued
	Shares		Value (000s)
HEALTH CARE - continued
Health Care Providers & Services - 3.7%
Aetna, Inc.	96,128		$ 5,804
AmerisourceBergen Corp.	13,200		714
Fresenius Medical Care AG & Co. KGaA	13,500		917
Humana, Inc.	7,700		622
McKesson Corp.	69,233		7,883
Quest Diagnostics, Inc.	150,508		9,307
UnitedHealth Group, Inc.	119,267		7,470
WellPoint, Inc.	93,507		7,197
			39,914
Health Care Technology - 0.2%
Quality Systems, Inc.	85,400		1,527
Life Sciences Tools & Services - 0.3%
Lonza Group AG	34,912		2,609
Pharmaceuticals - 7.2%
AbbVie, Inc.	181,055		7,729
AstraZeneca PLC sponsored ADR	55,426		2,841
Eli Lilly & Co.	29,304		1,558
GlaxoSmithKline PLC sponsored ADR	186,033		9,631
Johnson & Johnson	206,157		17,354
Merck & Co., Inc.	449,900		21,010
Novartis AG sponsored ADR	61,493		4,413
Pfizer, Inc.	220,780		6,012
Sanofi SA	37,334		3,981
Teva Pharmaceutical Industries Ltd. sponsored ADR	47,029		1,797
Warner Chilcott PLC	56,800		1,091
			77,417
TOTAL HEALTH CARE			140,716
INDUSTRIALS - 10.9%
Aerospace & Defense - 2.3%
Honeywell International, Inc.	27,671		2,171
Rockwell Collins, Inc.	62,178		4,026
The Boeing Co.	111,994		11,090
United Technologies Corp.	73,431		6,969
			24,256
Common Stocks - continued
	Shares		Value (000s)
INDUSTRIALS - continued
Air Freight & Logistics - 1.5%
C.H. Robinson Worldwide, Inc.	72,071		$ 4,086
United Parcel Service, Inc. Class B	145,924		12,535
			16,621
Commercial Services & Supplies - 0.2%
Pitney Bowes, Inc. (d)	64,421		946
Ritchie Brothers Auctioneers, Inc. (d)	36,800		760
			1,706
Electrical Equipment - 0.4%
Hubbell, Inc. Class B	42,282		4,246
Industrial Conglomerates - 2.9%
General Electric Co.	1,339,557		31,238
Machinery - 1.3%
Douglas Dynamics, Inc.	157,195		2,198
Illinois Tool Works, Inc.	24,950		1,750
Ingersoll-Rand PLC	73,627		4,236
ITT Corp.	38,441		1,159
Stanley Black & Decker, Inc.	51,599		4,088
			13,431
Marine - 0.0%
Irish Continental Group PLC unit	17,007		507
Professional Services - 0.3%
Acacia Research Corp.	24,900		623
Amadeus Fire AG	7,943		524
Dun & Bradstreet Corp.	13,200		1,295
Michael Page International PLC	181,494		1,061
			3,503
Road & Rail - 1.4%
CSX Corp.	302,054		7,615
J.B. Hunt Transport Services, Inc.	41,780		3,078
Norfolk Southern Corp.	55,308		4,236
			14,929
Trading Companies & Distributors - 0.6%
MSC Industrial Direct Co., Inc. Class A	28,300		2,340
W.W. Grainger, Inc.	14,173		3,649
Watsco, Inc.	5,851		510
			6,499
TOTAL INDUSTRIALS			116,936
Common Stocks - continued
	Shares		Value (000s)
INFORMATION TECHNOLOGY - 16.8%
Communications Equipment - 2.3%
Cisco Systems, Inc.	706,545		$ 17,014
QUALCOMM, Inc.	118,513		7,523
			24,537
Computers & Peripherals - 3.5%
Apple, Inc.	79,814		35,891
EMC Corp.	40,700		1,008
			36,899
Electronic Equipment & Components - 0.0%
Arrow Electronics, Inc. (a)	12,034		478
Internet Software & Services - 1.8%
Google, Inc. Class A (a)	22,641		19,707
IT Services - 5.6%
Accenture PLC Class A	18,202		1,495
Cognizant Technology Solutions Corp. Class A (a)	64,210		4,151
Fidelity National Information Services, Inc.	135,540		6,086
IBM Corp.	20,300		4,223
MasterCard, Inc. Class A	17,239		9,831
Paychex, Inc.	493,786		18,384
The Western Union Co.	382,361		6,263
Visa, Inc. Class A	53,535		9,537
			59,970
Semiconductors & Semiconductor Equipment - 1.0%
Altera Corp.	73,505		2,440
Analog Devices, Inc.	59,173		2,718
Applied Materials, Inc.	336,064		5,108
			10,266
Software - 2.6%
Microsoft Corp.	746,207		26,028
Oracle Corp.	39,692		1,340
			27,368
TOTAL INFORMATION TECHNOLOGY			179,225
MATERIALS - 1.2%
Chemicals - 1.2%
Air Products & Chemicals, Inc.	11,032		1,042
Airgas, Inc.	27,852		2,866
E.I. du Pont de Nemours & Co.	55,052		3,071
FMC Corp.	14,859		932
Common Stocks - continued
	Shares		Value (000s)
MATERIALS - continued
Chemicals - continued
Sigma Aldrich Corp.	5,233		$ 438
Syngenta AG (Switzerland)	11,406		4,449
			12,798
Metals & Mining - 0.0%
Freeport-McMoRan Copper & Gold, Inc.	4,100		127
TOTAL MATERIALS			12,925
TELECOMMUNICATION SERVICES - 2.1%
Diversified Telecommunication Services - 1.3%
CenturyLink, Inc.	30,986		1,058
Verizon Communications, Inc.	269,928		13,086
			14,144
Wireless Telecommunication Services - 0.8%
Vodafone Group PLC sponsored ADR	287,550		8,325
TOTAL TELECOMMUNICATION SERVICES			22,469
UTILITIES - 1.0%
Electric Utilities - 0.7%
Duke Energy Corp.	15,281		1,023
EDF SA (d)	32,000		732
FirstEnergy Corp.	50,161		1,957
Hawaiian Electric Industries, Inc.	36,800		963
ITC Holdings Corp.	13,250		1,147
Northeast Utilities	16,365		682
PPL Corp.	31,266		929
			7,433
Multi-Utilities - 0.3%
National Grid PLC	17,865		212
PG&E Corp.	24,838		1,115
Sempra Energy	25,800		2,098
			3,425
TOTAL UTILITIES			10,858
TOTAL COMMON STOCKS (Cost $845,693)		1,056,015
Convertible Preferred Stocks - 0.8%
	Shares		Value (000s)
ENERGY - 0.0%
Oil, Gas & Consumable Fuels - 0.0%
Apache Corp. 6.00%	14,200		$ 664
HEALTH CARE - 0.7%
Health Care Equipment & Supplies - 0.7%
Alere, Inc. 3.00%	30,588		7,257
INDUSTRIALS - 0.1%
Aerospace & Defense - 0.1%
United Technologies Corp. 7.50%	18,900		1,140
TOTAL CONVERTIBLE PREFERRED STOCKS (Cost $9,666)		9,061

Convertible Bonds - 0.1%
	Principal Amount (000s)
ENERGY - 0.1%
Oil, Gas & Consumable Fuels - 0.1%
Amyris, Inc. 3% 2/27/17 (Cost $1,592)	$ 1,592	1,131

Money Market Funds - 0.5%
	Shares
Fidelity Cash Central Fund, 0.12% (b)	3,404,468		3,404
Fidelity Securities Lending Cash Central Fund, 0.12% (b)(c)	1,711,430		1,711
TOTAL MONEY MARKET FUNDS (Cost $5,115)		5,115
TOTAL INVESTMENT PORTFOLIO - 100.1% (Cost $862,066)		1,071,322
NET OTHER ASSETS (LIABILITIES) - (0.1)%		(1,487)
NET ASSETS - 100%		$ 1,069,835

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 are available on the SEC's website or upon request.

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

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

(e) 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 $1,418,000 or 0.1% of net assets.

Additional information on each restricted holding is as follows:

Security	Acquisition Date	Acquisition Cost (000s)
Beazer Pre-Owned Rental Homes, Inc.	5/3/12 - 10/23/12	$ 1,350

Affiliated Central Funds

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

Fund	Income earned (Amounts in thousands)
Fidelity Cash Central Fund	$ 2
Fidelity Securities Lending Cash Central Fund	25
Total	$ 27

Other Information

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

Valuation Inputs at Reporting Date:
Description (Amounts in thousands)	Total	Level 1	Level 2	Level 3
Investments in Securities:
Equities:
Consumer Discretionary	$ 109,666	$ 107,445	$ 2,221	$ -
Consumer Staples	111,951	111,951	-	-
Energy	131,507	120,467	11,040	-
Financials	220,426	215,070	3,938	1,418
Health Care	147,973	143,075	4,898	-
Industrials	118,076	118,076	-	-
Information Technology	179,225	179,225	-	-
Materials	12,925	8,476	4,449	-
Telecommunication Services	22,469	22,469	-	-
Utilities	10,858	10,646	212	-
Corporate Bonds	1,131	-	1,131	-
Money Market Funds	5,115	5,115	-	-
Total Investments in Securities:	$ 1,071,322	$ 1,042,015	$ 27,889	$ 1,418

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

United States of America	89.1%
United Kingdom	5.5%
Canada	1.6%
Switzerland	1.2%
Others (Individually Less Than 1%)	2.6%
	100.0%

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

Semiannual Report

Financial Statements

Statement of Assets and Liabilities

Amounts in thousands (except per-share amounts)	May 31, 2013 (Unaudited)
Assets
Investment in securities, at value (including securities loaned of $1,611) - See accompanying schedule: Unaffiliated issuers (cost $856,951)	$ 1,066,207
Fidelity Central Funds (cost $5,115)	5,115
Total Investments (cost $862,066)		$ 1,071,322
Receivable for investments sold		4,644
Receivable for fund shares sold		695
Dividends receivable		2,599
Interest receivable		12
Distributions receivable from Fidelity Central Funds		22
Prepaid expenses		1
Other receivables		6
Total assets		1,079,301
Liabilities
Payable for investments purchased	$ 6,167
Payable for fund shares redeemed	733
Accrued management fee	409
Distribution and service plan fees payable	185
Other affiliated payables	214
Other payables and accrued expenses	47
Collateral on securities loaned, at value	1,711
Total liabilities		9,466
Net Assets		$ 1,069,835
Net Assets consist of:
Paid in capital		$ 764,161
Undistributed net investment income		6,696
Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions		89,727
Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies		209,251
Net Assets		$ 1,069,835

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

Semiannual Report

Financial Statements - continued

Statement of Assets and Liabilities - continued

Amounts in thousands (except per-share amounts)	May 31, 2013 (Unaudited)
Calculation of Maximum Offering Price  Class A: Net Asset Value and redemption price per share ($211,178 ÷ 9,098.6 shares)		$ 23.21
Maximum offering price per share (100/94.25 of $23.21)		$ 24.63
Class T: Net Asset Value and redemption price per share ($186,635 ÷ 8,043.1 shares)		$ 23.20
Maximum offering price per share (100/96.50 of $23.20)		$ 24.04
Class B: Net Asset Value and offering price per share ($10,617 ÷ 476.4 shares)A		$ 22.29
Class C: Net Asset Value and offering price per share ($65,736 ÷ 2,960.9 shares)A		$ 22.20
Institutional Class: Net Asset Value, offering price and redemption price per share ($595,669 ÷ 25,466.6 shares)		$ 23.39

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

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

Semiannual Report

Statement of Operations

Amounts in thousands Six months ended May 31, 2013 (Unaudited)
Investment Income
Dividends		$ 13,855
Interest		39
Income from Fidelity Central Funds		27
Total income		13,921
Expenses
Management fee	$ 2,342
Transfer agent fees	1,099
Distribution and service plan fees	1,047
Accounting and security lending fees	170
Custodian fees and expenses	42
Independent trustees' compensation	3
Registration fees	44
Audit	36
Legal	2
Interest	1
Miscellaneous	7
Total expenses before reductions	4,793
Expense reductions	(138)	4,655
Net investment income (loss)		9,266
Realized and Unrealized Gain (Loss) Net realized gain (loss) on:
Investment securities:
Unaffiliated issuers	44,219
Redemption in-kind with affiliated entities	94,937
Foreign currency transactions	2
Total net realized gain (loss)		139,158
Change in net unrealized appreciation (depreciation) on: Investment securities	22,931
Assets and liabilities in foreign currencies	(8)
Total change in net unrealized appreciation (depreciation)		22,923
Net gain (loss)		162,081
Net increase (decrease) in net assets resulting from operations		$ 171,347

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

Semiannual Report

Financial Statements - continued

Statement of Changes in Net Assets

Amounts in thousands	Six months ended May 31, 2013 (Unaudited)	Year ended November 30, 2012
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$ 9,266	$ 28,263
Net realized gain (loss)	139,158	38,247
Change in net unrealized appreciation (depreciation)	22,923	189,073
Net increase (decrease) in net assets resulting from operations	171,347	255,583
Distributions to shareholders from net investment income	(2,542)	(45,234)
Distributions to shareholders from net realized gain	-	(2,237)
Total distributions	(2,542)	(47,471)
Share transactions - net increase (decrease)	(548,148)	(170,346)
Total increase (decrease) in net assets	(379,343)	37,766
Net Assets
Beginning of period	1,449,178	1,411,412
End of period (including undistributed net investment income of $6,696 and distributions in excess of net investment income of $28, respectively)	$ 1,069,835	$ 1,449,178

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

Semiannual Report

Financial Highlights - Class A

	Six months ended May 31, 2013	Years ended November 30,
	(Unaudited)	2012	2011	2010	2009	2008
Selected Per-Share Data
Net asset value, beginning of period	$ 19.67	$ 17.00	$ 16.05	$ 14.67	$ 11.96	$ 21.84
Income from Investment Operations
Net investment income (loss) E	.18	.33	.21	.04	.08	.12
Net realized and unrealized gain (loss)	3.41	2.90	.78	1.41	2.75	(8.82)
Total from investment operations	3.59	3.23	.99	1.45	2.83	(8.70)
Distributions from net investment income	(.05)	(.53)	(.04)	(.07)	(.12)	(.09)
Distributions from net realized gain	-	(.03)	-	-	-	(1.10)
Total distributions	(.05)	(.56)	(.04)	(.07)	(.12)	(1.18) J
Net asset value, end of period	$ 23.21	$ 19.67	$ 17.00	$ 16.05	$ 14.67	$ 11.96
Total Return B,C,D	18.31%	19.20%	6.17%	9.90%	23.96%	(42.07)%
Ratios to Average Net Assets F,H
Expenses before reductions	1.03% A	1.05%	1.06%	1.05%	1.09%	1.06%
Expenses net of fee waivers, if any	1.03% A	1.05%	1.06%	1.05%	1.09%	1.06%
Expenses net of all reductions	1.00% A	1.04%	1.05%	1.05%	1.08%	1.06%
Net investment income (loss)	1.70% A	1.75%	1.22%	.26%	.60%	.67%
Supplemental Data
Net assets, end of period (in millions)	$ 211	$ 183	$ 170	$ 232	$ 252	$ 228
Portfolio turnover rate G	52% A	57%	123%	102%	117%	124% I

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

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

^F 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.

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

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

^I The portfolio turnover rate does not include the assets acquired in the merger.

^J Total distributions of $1.183 per share is comprised of distributions from net investment income of $.085 and distributions from net realized gain of $1.098 per share.

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

Semiannual Report

Financial Highlights - Class T

	Six months ended May 31, 2013	Years ended November 30,
	(Unaudited)	2012	2011	2010	2009	2008
Selected Per-Share Data
Net asset value, beginning of period	$ 19.68	$ 16.97	$ 16.02	$ 14.64	$ 11.90	$ 21.70
Income from Investment Operations
Net investment income (loss) E	.16	.29	.17	- J	.04	.08
Net realized and unrealized gain (loss)	3.41	2.89	.78	1.41	2.75	(8.76)
Total from investment operations	3.57	3.18	.95	1.41	2.79	(8.68)
Distributions from net investment income	(.05)	(.44)	-	(.03)	(.05)	(.02)
Distributions from net realized gain	-	(.03)	-	-	-	(1.10)
Total distributions	(.05)	(.47)	-	(.03)	(.05)	(1.12) K
Net asset value, end of period	$ 23.20	$ 19.68	$ 16.97	$ 16.02	$ 14.64	$ 11.90
Total Return B,C,D	18.17%	18.93%	5.93%	9.63%	23.57%	(42.16)%
Ratios to Average Net Assets F,H
Expenses before reductions	1.26% A	1.27%	1.29%	1.31%	1.34%	1.28%
Expenses net of fee waivers, if any	1.26% A	1.27%	1.29%	1.31%	1.34%	1.28%
Expenses net of all reductions	1.23% A	1.26%	1.28%	1.30%	1.34%	1.28%
Net investment income (loss)	1.48% A	1.53%	.99%	.01%	.35%	.45%
Supplemental Data
Net assets, end of period (in millions)	$ 187	$ 166	$ 158	$ 178	$ 201	$ 204
Portfolio turnover rate G	52% A	57%	123%	102%	117%	124% I

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

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

^F 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.

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

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

^I The portfolio turnover rate does not include the assets acquired in the merger.

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

^K Total distributions of $1.118 per share is comprised of distributions from net investment income of $.020 and distributions from net realized gain of $1.098 per share.

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

Semiannual Report

Financial Highlights - Class B

	Six months ended May 31, 2013	Years ended November 30,
	(Unaudited)	2012	2011	2010	2009	2008
Selected Per-Share Data
Net asset value, beginning of period	$ 18.95	$ 16.24	$ 15.41	$ 14.13	$ 11.49	$ 21.02
Income from Investment Operations
Net investment income (loss) E	.09	.18	.08	(.07)	(.02)	(.01)
Net realized and unrealized gain (loss)	3.29	2.78	.75	1.35	2.66	(8.48)
Total from investment operations	3.38	2.96	.83	1.28	2.64	(8.49)
Distributions from net investment income	(.04)	(.22)	-	-	-	-
Distributions from net realized gain	-	(.03)	-	-	-	(1.04)
Total distributions	(.04)	(.25)	-	-	-	(1.04)
Net asset value, end of period	$ 22.29	$ 18.95	$ 16.24	$ 15.41	$ 14.13	$ 11.49
Total Return B,C,D	17.85%	18.31%	5.39%	9.06%	22.98%	(42.48)%
Ratios to Average Net Assets F,H
Expenses before reductions	1.81% A	1.81%	1.81%	1.82%	1.85%	1.81%
Expenses net of fee waivers, if any	1.81% A	1.81%	1.81%	1.82%	1.85%	1.81%
Expenses net of all reductions	1.79% A	1.81%	1.80%	1.81%	1.84%	1.81%
Net investment income (loss)	.92% A	.99%	.47%	(.51)%	(.16)%	(.08)%
Supplemental Data
Net assets, end of period (in millions)	$ 11	$ 11	$ 13	$ 19	$ 27	$ 31
Portfolio turnover rate G	52% A	57%	123%	102%	117%	124% I

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

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

^F Fees and expenses of 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.

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

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

^I The portfolio turnover rate does not include the assets acquired in the merger.

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

Semiannual Report

Financial Highlights - Class C

	Six months ended May 31, 2013	Years ended November 30,
	(Unaudited)	2012	2011	2010	2009	2008
Selected Per-Share Data
Net asset value, beginning of period	$ 18.87	$ 16.23	$ 15.39	$ 14.12	$ 11.47	$ 20.99
Income from Investment Operations
Net investment income (loss) E	.10	.19	.08	(.07)	(.02)	(.01)
Net realized and unrealized gain (loss)	3.27	2.77	.76	1.34	2.67	(8.47)
Total from investment operations	3.37	2.96	.84	1.27	2.65	(8.48)
Distributions from net investment income	(.04)	(.29)	-	-	-	-
Distributions from net realized gain	-	(.03)	-	-	-	(1.04)
Total distributions	(.04)	(.32)	-	-	-	(1.04)
Net asset value, end of period	$ 22.20	$ 18.87	$ 16.23	$ 15.39	$ 14.12	$ 11.47
Total Return B,C,D	17.89%	18.33%	5.46%	8.99%	23.10%	(42.49)%
Ratios to Average Net Assets F,H
Expenses before reductions	1.75% A	1.76%	1.78%	1.80%	1.84%	1.79%
Expenses net of fee waivers, if any	1.75% A	1.76%	1.78%	1.80%	1.84%	1.79%
Expenses net of all reductions	1.72% A	1.76%	1.77%	1.80%	1.83%	1.78%
Net investment income (loss)	.98% A	1.04%	.50%	(.49)%	(.15)%	(.05)%
Supplemental Data
Net assets, end of period (in millions)	$ 66	$ 58	$ 53	$ 58	$ 63	$ 59
Portfolio turnover rate G	52% A	57%	123%	102%	117%	124% I

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

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

^F Fees and expenses of 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.

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

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

^I The portfolio turnover rate does not include the assets acquired in the merger.

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

Semiannual Report

Financial Highlights - Institutional Class

	Six months ended May 31, 2013	Years ended November 30,
	(Unaudited)	2012	2011	2010	2009	2008
Selected Per-Share Data
Net asset value, beginning of period	$ 19.79	$ 17.16	$ 16.19	$ 14.80	$ 12.07	$ 22.03
Income from Investment Operations
Net investment income (loss) D	.22	.40	.27	.09	.12	.18
Net realized and unrealized gain (loss)	3.44	2.91	.79	1.41	2.78	(8.89)
Total from investment operations	3.66	3.31	1.06	1.50	2.90	(8.71)
Distributions from net investment income	(.06)	(.65)	(.09)	(.11)	(.17)	(.15)
Distributions from net realized gain	-	(.03)	-	-	-	(1.10)
Total distributions	(.06)	(.68)	(.09)	(.11)	(.17)	(1.25) I
Net asset value, end of period	$ 23.39	$ 19.79	$ 17.16	$ 16.19	$ 14.80	$ 12.07
Total Return B,C	18.52%	19.59%	6.56%	10.23%	24.36%	(41.88)%
Ratios to Average Net Assets E,G
Expenses before reductions	.70% A	.71%	.72%	.73%	.77%	.74%
Expenses net of fee waivers, if any	.70% A	.71%	.72%	.73%	.77%	.74%
Expenses net of all reductions	.67% A	.70%	.71%	.72%	.77%	.73%
Net investment income (loss)	2.03% A	2.09%	1.56%	.59%	.92%	1.00%
Supplemental Data
Net assets, end of period (in millions)	$ 596	$ 1,031	$ 1,017	$ 870	$ 1,017	$ 725
Portfolio turnover rate F	52% A	57%	123%	102%	117%	124% H

^A Annualized

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

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

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

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

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

^G 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 The portfolio turnover rate does not include the assets acquired in the merger.

^I Total distributions of $1.252 per share is comprised of distributions from net investment income of $.154 and distributions from net realized gain of $1.098 per share.

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

Semiannual Report

Notes to Financial Statements

For the period ended May 31, 2013 (Unaudited)

(Amounts in thousands except percentages)

1. Organization.

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

2. Investments in Fidelity Central Funds.

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

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

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 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:

Semiannual Report

3. Significant Accounting Policies - continued

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

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

Level 1 - quoted prices in active markets for identical investments

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

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

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

Equity securities, including restricted securities, for which market quotations are readily available, are valued at the last reported sale price or official closing price as reported by a third party pricing vendor on the primary market or exchange on which they are traded and are categorized as Level 1 in the hierarchy. In the event there were no sales during the day or closing prices are not available, securities are valued at the last quoted bid price or may be valued using the last available price and are generally categorized as Level 2 in the hierarchy. For foreign equity securities, when market or security specific events arise, comparisons to the valuation of American Depositary Receipts (ADRs), futures contracts, Exchange-Traded Funds (ETFs) and certain indexes as well as quoted prices for similar securities may be used and would be categorized as Level 2 in the hierarchy. Utilizing these techniques may result in transfers between Level 1 and Level 2. For restricted equity securities and private placements where observable inputs are limited, assumptions about market activity and risk are used and these securities are generally categorized as Level 3 in the hierarchy.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except percentages)

3. Significant Accounting Policies - continued

Investment Valuation - continued

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

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

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 May 31, 2013, 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

Semiannual Report

3. Significant Accounting Policies - continued

Investment Transactions and Income - continued

the ex-dividend date. Non-cash dividends included in dividend income, if any, are recorded at the fair market value of the securities received. Distributions received on securities that represent a return of capital or capital gain are recorded as a reduction of cost of investments and/or as a realized gain. Subsequent to ex-dividend date the Fund determines the components of these distributions, based upon receipt of tax filings or other correspondence relating to the underlying investment. Interest income and distributions from the Fidelity Central Funds are accrued as earned. Interest income includes coupon interest and amortization of premium and accretion of discount on debt securities. Investment income is recorded net of foreign taxes withheld where recovery of such taxes is uncertain.

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

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

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

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except percentages)

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

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

Book-tax differences are primarily due to futures contracts, foreign currency transactions, market discount, partnerships, equity-debt classifications, capital loss carryforwards and losses deferred due to wash sales and excise tax regulations.

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

Gross unrealized appreciation	$ 213,378
Gross unrealized depreciation	(10,454)
Net unrealized appreciation (depreciation) on securities and other investments	$ 202,924
Tax cost	$ 868,398

Capital loss carryforwards are only available to offset future capital gains of the Fund to the extent provided by regulations and may be limited. Under the Regulated Investment Company Modernization Act of 2010 (the Act), the Fund is permitted to carry forward capital losses incurred in taxable years beginning after December 22, 2010 for an unlimited period and such capital losses are required to be used prior to any losses that expire. The capital loss carryforward information presented below, including any applicable limitation, is estimated as of fiscal period end and is subject to adjustment.

Fiscal year of expiration
2016	$ (3,650)
2017	(35,212)
Total capital loss carryforward	$ (38,862)

The capital loss carryforward expiring fiscal 2016 was acquired from Capital One Appreciation Fund.

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.

Semiannual Report

4. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $275,984 and $810,524, respectively.

5. Fees and Other Transactions with Affiliates.

Management Fee. FMR and its affiliates provide the Fund with investment management related services for which the Fund pays a monthly management fee. The management fee is the sum of an individual fund fee rate that is based on an annual rate of .20% of the Fund's average net assets and an annualized group fee rate that averaged .26% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by FMR. The group fee rate decreases as assets under management increase and increases as assets under management decrease. For the period, the total annualized management fee rate was .46% of the Fund's average net assets.

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

	Distribution Fee	Service Fee	Total Fees	Retained by FDC
Class A	-%	.25%	$ 245	$ 1
Class T	.25%	.25%	439	1
Class B	.75%	.25%	54	40
Class C	.75%	.25%	309	20
			$ 1,047	$ 62

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.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except percentages)

5. Fees and Other Transactions with Affiliates - continued

Sales Load - continued

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

	Retained by FDC
Class A	$ 25
Class T	9
Class B*	8
Class C*	1
	$ 43

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

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

	Amount	% of Average Net Assets*
Class A	$ 258	.26
Class T	212	.24
Class B	16	.30
Class C	73	.23
Institutional Class	540	.18
	$ 1,099

* Annualized

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

Semiannual Report

5. Fees and Other Transactions with Affiliates - continued

Brokerage Commissions. The Fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of the investment adviser. 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 $13 for the period.

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

Borrower or Lender	Average Loan Balance	Weighted Average Interest Rate	Interest Expense
Borrower	$ 5,624	.39%	$ 1

Redemptions In-Kind. During the period, 25,355 shares of the Fund held by affiliated entities were redeemed for cash and securities with a value of $503,299. The net realized gain of $94,937 on securities delivered through in-kind redemptions is included in the accompanying Statement of Operations. The amount of in-kind redemptions is included in share transactions in the accompanying Statement of Changes in Net Assets as well as Note 10: Share Transactions. The Fund recognized no gain or loss for federal income tax purposes.

6. Committed Line of Credit.

The Fund participates with other funds managed by FMR or an affiliate in a $4.25 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro-rata portion of the line of credit, which amounted to $2 and is reflected in Miscellaneous expenses on the Statement of Operations. During the period, there were no borrowings on this line of credit.

7. Security Lending.

The Fund lends portfolio securities through a lending agent from time to time in order to earn additional income. For equity securities, a lending agent is used and may loan securities to certain qualified borrowers, including Fidelity Capital Markets (FCM), a broker-dealer affiliated with the Fund. On the settlement date of the loan, the Fund

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except percentages)

7. Security Lending - continued

receives collateral (in the form of U.S. Treasury obligations, letters of credit and/or cash) against the loaned securities and maintains collateral in an amount not less than 100% of the market value of the loaned securities during the period of the loan. The market value of the loaned securities is determined at the close of business of the Fund and any additional required collateral is delivered to the Fund on the next business day. If the borrower defaults on its obligation to return the securities loaned because of insolvency or other reasons, the Fund may apply collateral received from the borrower against the obligation. The Fund may experience delays and costs in recovering the securities loaned. Any cash collateral received is invested in the Fidelity Securities Lending Cash Central Fund. The value of loaned securities and cash collateral at period end are disclosed on the Fund's Statement of Assets and Liabilities. The value of securities loaned to FCM at period end was $240. 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 $25, including two hundred and fifty seven dollars from securities loaned to FCM.

8. Expense Reductions.

Many of the brokers with whom FMR places trades on behalf of the Fund provided services to the Fund in addition to trade execution. These services included payments of certain expenses on behalf of the Fund totaling $138 for the period. In addition, through arrangements with the Fund's custodian, credits realized as a result of uninvested cash balances were used to reduce the Fund's expenses. During the period, these credits reduced the Fund's custody expenses by ninety-four dollars.

9. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

	Six months ended May 31, 2013	Year ended November 30, 2012
From net investment income
Class A	$ 483	$ 4,963
Class T	402	3,843
Class B	21	142
Class C	120	894
Institutional Class	1,516	35,392
Total	$ 2,542	$ 45,234

Semiannual Report

9. Distributions to Shareholders - continued

	Six months ended May 31, 2013	Year ended November 30, 2012
From net realized gain
Class A	$ -	$ 283
Class T	-	258
Class B	-	18
Class C	-	94
Institutional Class	-	1,584
Total	$ -	$ 2,237

10. Share Transactions.

Transactions for each class of shares were as follows:

	Shares		Dollars
	Six months ended May 31, 2013	Year ended November 30, 2012	Six months ended May 31, 2013	Year ended November 30, 2012
Class A
Shares sold	687	1,303	$ 14,690	$ 24,427
Reinvestment of distributions	22	252	431	4,662
Shares redeemed	(897)	(2,279)	(18,975)	(42,887)
Net increase (decrease)	(188)	(724)	$ (3,854)	$ (13,798)
Class T
Shares sold	390	780	$ 8,397	$ 14,651
Reinvestment of distributions	19	212	386	3,940
Shares redeemed	(815)	(1,871)	(17,329)	(34,844)
Net increase (decrease)	(406)	(879)	$ (8,546)	$ (16,253)
Class B
Shares sold	8	14	$ 177	$ 233
Reinvestment of distributions	1	8	19	147
Shares redeemed	(117)	(242)	(2,396)	(4,364)
Net increase (decrease)	(108)	(220)	$ (2,200)	$ (3,984)
Class C
Shares sold	208	306	$ 4,293	$ 5,607
Reinvestment of distributions	5	47	103	851
Shares redeemed	(325)	(558)	(6,664)	(10,063)
Net increase (decrease)	(112)	(205)	$ (2,268)	$ (3,605)
Institutional Class
Shares sold	2,329	9,408	$ 49,169	$ 179,442
Reinvestment of distributions	75	1,996	1,511	36,899
Shares redeemed	(29,034)A	(18,539)	(581,960)A	(349,047)
Net increase (decrease)	(26,630)	(7,135)	$ (531,280)	$ (132,706)

^A Amount includes in-kind redemptions (see Note 5: Redemptions In-Kind).

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except percentages)

11. Other.

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

At the end of the period, the Fidelity Advisor Freedom Funds were the owners of record, in the aggregate, of approximately 54% of the total outstanding shares of the Fund.

Semiannual Report

Investment Adviser

Fidelity Management & Research Company

Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

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

Fidelity Management & Research (Japan) Inc.

Fidelity Management & Research (Hong Kong) Limited

General Distributor

Fidelity Distributors Corporation

Smithfield, RI

Transfer and Service Agents

Fidelity Investments Institutional
Operations Company, Inc.

Boston, MA

Fidelity Service Company, Inc.

Boston, MA

Custodian

JPMorgan Chase Bank

New York, NY

(Fidelity Investment logo)(registered trademark)

AGAI-USAN-0713
1.786791.110

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

Growth Opportunities

Fund - Institutional Class

Semiannual Report

May 31, 2013

(Fidelity Cover Art)

Contents

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.

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.

All other marks appearing herein are registered or unregistered trademarks or service marks of FMR LLC or an affiliated company. © 2013 FMR LLC. All rights reserved.

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.

Semiannual Report

Shareholder Expense Example

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

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (December 1, 2012 to May 31, 2013).

Actual Expenses

The first line of the accompanying table for each class of the Fund provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000.00 (for example, an $8,600 account value divided by $1,000.00 = 8.6), then multiply the result by the number in the first line for a class of the Fund under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period. 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.

Semiannual Report

Shareholder Expense Example - continued

	Annualized Expense RatioB	Beginning Account Value December 1, 2012	Ending Account Value May 31, 2013	Expenses Paid During Period* December 1, 2012 to May 31, 2013
Class A	1.25%
Actual		$ 1,000.00	$ 1,168.10	$ 6.76
HypotheticalA		$ 1,000.00	$ 1,018.70	$ 6.29
Class T	1.44%
Actual		$ 1,000.00	$ 1,166.80	$ 7.78
HypotheticalA		$ 1,000.00	$ 1,017.75	$ 7.24
Class B	2.03%
Actual		$ 1,000.00	$ 1,163.60	$ 10.95
HypotheticalA		$ 1,000.00	$ 1,014.81	$ 10.20
Class C	1.98%
Actual		$ 1,000.00	$ 1,163.50	$ 10.68
HypotheticalA		$ 1,000.00	$ 1,015.06	$ 9.95
Institutional Class	.93%
Actual		$ 1,000.00	$ 1,169.80	$ 5.03
HypotheticalA		$ 1,000.00	$ 1,020.29	$ 4.68

^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 182/365 (to reflect the one-half year period).

Semiannual Report

Investment Changes (Unaudited)

Top Ten Stocks as of May 31, 2013
	% of fund's net assets	% of fund's net assets 6 months ago
Apple, Inc.	4.8	8.9
Google, Inc. Class A	4.6	3.9
salesforce.com, Inc.	3.6	3.8
Regeneron Pharmaceuticals, Inc.	3.5	3.8
lululemon athletica, Inc.	2.7	2.9
Seattle Genetics, Inc.	2.3	1.8
Cree, Inc.	1.9	1.2
Green Mountain Coffee Roasters, Inc.	1.7	1.0
NVIDIA Corp.	1.7	1.4
Alkermes PLC	1.5	0.9
	28.3
Top Five Market Sectors as of May 31, 2013
	% of fund's net assets	% of fund's net assets 6 months ago
Information Technology	34.7	37.7
Health Care	19.4	17.7
Consumer Discretionary	18.5	18.4
Consumer Staples	9.2	9.0
Industrials	7.1	5.9

Asset Allocation (% of fund's net assets)
As of May 31, 2013 *			As of November 30, 2012 **
	Stocks 99.2%			Stocks 98.7%
	Convertible Securities 0.1%			Convertible Securities 0.0%
	Short-Term Investments and Net Other Assets (Liabilities) 0.7%			Short-Term Investments and Net Other Assets (Liabilities) 1.3%
* Foreign investments		6.2%	** Foreign investments		6.7%

Semiannual Report

Investments May 31, 2013 (Unaudited)

Showing Percentage of Net Assets

Common Stocks - 99.2%
	Shares		Value (000s)
CONSUMER DISCRETIONARY - 18.5%
Auto Components - 0.2%
Tenneco, Inc. (a)	115,600		$ 5,128
Automobiles - 0.7%
Honda Motor Co. Ltd.	29,300		1,088
Tesla Motors, Inc. (a)(d)	178,400		17,440
			18,528
Hotels, Restaurants & Leisure - 3.5%
Arcos Dorados Holdings, Inc. Class A (d)	222,600		3,067
BJ's Restaurants, Inc. (a)	163,400		6,134
Buffalo Wild Wings, Inc. (a)	75,000		7,197
Chipotle Mexican Grill, Inc. (a)	22,100		7,978
Chuys Holdings, Inc.	114,500		3,990
Dunkin' Brands Group, Inc.	163,600		6,479
Las Vegas Sands Corp.	112,092		6,490
McDonald's Corp.	135,600		13,095
Starbucks Corp.	278,000		17,533
Starwood Hotels & Resorts Worldwide, Inc.	171,500		11,713
The Cheesecake Factory, Inc.	64,300		2,567
			86,243
Household Durables - 1.5%
iRobot Corp. (a)	29,200		987
Lennar Corp. Class A	407,400		16,019
SodaStream International Ltd. (a)	94,839		6,051
Tempur-Pedic International, Inc. (a)	21,654		916
Toll Brothers, Inc. (a)	240,300		8,211
Tupperware Brands Corp.	54,600		4,422
			36,606
Internet & Catalog Retail - 2.1%
Amazon.com, Inc. (a)	109,000		29,324
priceline.com, Inc. (a)	13,500		10,853
Shutterfly, Inc. (a)	79,400		3,870
TripAdvisor, Inc. (a)	110,600		7,133
			51,180
Media - 1.8%
AMC Networks, Inc. Class A (a)	77,000		4,930
Comcast Corp. Class A	121,800		4,890
DIRECTV (a)	138,300		8,454
DreamWorks Animation SKG, Inc. Class A (a)	50,200		1,101
IMAX Corp. (a)	434,100		11,248
Common Stocks - continued
	Shares		Value (000s)
CONSUMER DISCRETIONARY - continued
Media - continued
Lions Gate Entertainment Corp. (a)(d)	241,100		$ 6,944
The Walt Disney Co.	123,300		7,778
			45,345
Multiline Retail - 0.4%
J.C. Penney Co., Inc. (d)	185,800		3,266
Target Corp.	91,300		6,345
			9,611
Specialty Retail - 3.0%
Abercrombie & Fitch Co. Class A	117,300		5,874
Bed Bath & Beyond, Inc. (a)	64,700		4,416
CarMax, Inc. (a)	122,100		5,711
DSW, Inc. Class A	41,200		3,048
Five Below, Inc.	105,600		4,038
Francescas Holdings Corp. (a)	73,000		2,084
Home Depot, Inc.	215,300		16,935
Lumber Liquidators Holdings, Inc. (a)	396,300		32,540
Staples, Inc.	76,300		1,145
			75,791
Textiles, Apparel & Luxury Goods - 5.3%
Coach, Inc.	34,300		1,998
Fifth & Pacific Companies, Inc. (a)	146,100		3,140
Fossil, Inc. (a)	171,700		18,235
lululemon athletica, Inc. (a)(d)	872,016		67,852
Michael Kors Holdings Ltd. (a)	197,700		12,420
NIKE, Inc. Class B	150,400		9,274
Prada SpA	454,000		4,351
Skechers U.S.A., Inc. Class A (sub. vtg.) (a)	130,100		2,927
Steven Madden Ltd. (a)	176,400		8,555
Under Armour, Inc. Class A (sub. vtg.) (a)	48,600		3,013
			131,765
TOTAL CONSUMER DISCRETIONARY			460,197
CONSUMER STAPLES - 9.2%
Beverages - 1.7%
Monster Beverage Corp. (a)	62,500		3,412
PepsiCo, Inc.	174,500		14,094
The Coca-Cola Co.	632,900		25,310
			42,816
Common Stocks - continued
	Shares		Value (000s)
CONSUMER STAPLES - continued
Food & Staples Retailing - 1.8%
Costco Wholesale Corp.	68,700		$ 7,534
CVS Caremark Corp.	126,500		7,284
Drogasil SA	20,617		218
Fresh Market, Inc. (a)	56,433		2,796
Wal-Mart Stores, Inc.	233,480		17,474
Whole Foods Market, Inc.	198,800		10,310
			45,616
Food Products - 2.4%
Archer Daniels Midland Co.	38,200		1,231
Bunge Ltd.	59,300		4,127
Green Mountain Coffee Roasters, Inc. (a)	590,300		43,169
Mead Johnson Nutrition Co. Class A	81,400		6,599
Mondelez International, Inc.	115,400		3,400
			58,526
Household Products - 0.5%
Procter & Gamble Co.	160,100		12,289
Personal Products - 0.6%
Avon Products, Inc.	100,242		2,363
Herbalife Ltd.	246,100		11,485
			13,848
Tobacco - 2.2%
Altria Group, Inc.	529,000		19,097
Japan Tobacco, Inc.	34,800		1,184
Lorillard, Inc.	150,600		6,391
Philip Morris International, Inc.	319,250		29,023
			55,695
TOTAL CONSUMER STAPLES			228,790
ENERGY - 4.4%
Energy Equipment & Services - 1.6%
FMC Technologies, Inc. (a)	95,840		5,334
Halliburton Co.	118,300		4,951
National Oilwell Varco, Inc.	83,988		5,904
Schlumberger Ltd.	341,800		24,962
			41,151
Oil, Gas & Consumable Fuels - 2.8%
Anadarko Petroleum Corp.	74,200		6,490
Chesapeake Energy Corp. (d)	165,264		3,609
Common Stocks - continued
	Shares		Value (000s)
ENERGY - continued
Oil, Gas & Consumable Fuels - continued
Concho Resources, Inc. (a)	60,900		$ 5,095
Continental Resources, Inc. (a)	87,800		7,123
EOG Resources, Inc.	20,600		2,659
Hess Corp.	135,100		9,107
Noble Energy, Inc.	91,400		5,269
Occidental Petroleum Corp.	133,700		12,310
PDC Energy, Inc. (a)	48,700		2,493
Peabody Energy Corp.	118,100		2,323
Phillips 66	36,700		2,443
Pioneer Natural Resources Co.	27,400		3,800
Range Resources Corp.	16,300		1,225
Valero Energy Corp.	117,000		4,754
			68,700
TOTAL ENERGY			109,851
FINANCIALS - 3.5%
Capital Markets - 0.5%
BlackRock, Inc. Class A	4,900		1,368
Charles Schwab Corp.	323,700		6,429
Goldman Sachs Group, Inc.	22,791		3,694
T. Rowe Price Group, Inc.	30,300		2,299
			13,790
Commercial Banks - 0.3%
Signature Bank (a)	31,800		2,454
Wells Fargo & Co.	125,000		5,069
			7,523
Consumer Finance - 1.4%
Discover Financial Services	738,333		35,004
Diversified Financial Services - 1.0%
Bank of America Corp.	297,800		4,068
BM&F Bovespa SA	765,958		4,960
Citigroup, Inc.	74,200		3,858
CME Group, Inc.	22,000		1,494
JPMorgan Chase & Co.	200,900		10,967
			25,347
Real Estate Investment Trusts - 0.2%
Simon Property Group, Inc.	25,978		4,324
Common Stocks - continued
	Shares		Value (000s)
FINANCIALS - continued
Real Estate Management & Development - 0.1%
The St. Joe Co. (a)(d)	100,400		$ 2,050
TOTAL FINANCIALS			88,038
HEALTH CARE - 19.3%
Biotechnology - 16.0%
ACADIA Pharmaceuticals, Inc. (a)	51,900		730
Alexion Pharmaceuticals, Inc. (a)	39,500		3,853
Alkermes PLC (a)	1,180,900		36,903
Alnylam Pharmaceuticals, Inc. (a)	74,800		2,291
Amarin Corp. PLC ADR (a)(d)	265,000		1,852
Amgen, Inc.	201,400		20,247
Biogen Idec, Inc. (a)	45,600		10,830
Celgene Corp. (a)	55,235		6,830
Celldex Therapeutics, Inc. (a)	95,800		1,225
Cepheid, Inc. (a)	136,353		4,740
Chimerix, Inc.	21,500		462
Elan Corp. PLC sponsored ADR (a)	854,500		10,818
Exelixis, Inc. (a)(d)	2,173,411		10,519
Gilead Sciences, Inc. (a)	511,200		27,850
ImmunoGen, Inc. (a)(d)	1,473,851		27,075
Immunomedics, Inc. (a)(d)	1,324,087		5,177
InterMune, Inc. (a)	110,400		1,091
Ironwood Pharmaceuticals, Inc. Class A (a)	227,500		3,037
Isis Pharmaceuticals, Inc. (a)(d)	1,401,553		30,344
Lexicon Pharmaceuticals, Inc. (a)	9,721,004		23,233
Merrimack Pharmaceuticals, Inc. (a)	591,500		3,277
Metabolix, Inc. (a)(d)	246,795		405
NPS Pharmaceuticals, Inc. (a)	505,700		7,965
Prothena Corp. PLC (a)	76,602		761
Receptos, Inc.	87,600		1,390
Regeneron Pharmaceuticals, Inc. (a)	355,900		86,082
Rigel Pharmaceuticals, Inc. (a)	900,748		4,161
Seattle Genetics, Inc. (a)(d)	1,670,467		57,330
Transition Therapeutics, Inc. (a)	957,597		3,208
Vertex Pharmaceuticals, Inc. (a)	68,690		5,516
			399,202
Health Care Equipment & Supplies - 0.6%
Abbott Laboratories	156,200		5,728
Baxter International, Inc.	42,300		2,975
Common Stocks - continued
	Shares		Value (000s)
HEALTH CARE - continued
Health Care Equipment & Supplies - continued
Cyberonics, Inc. (a)	79,700		$ 3,802
Steris Corp.	59,100		2,680
			15,185
Health Care Providers & Services - 0.9%
Accretive Health, Inc. (a)	356,900		4,062
BioScrip, Inc. (a)	523,500		7,319
Catamaran Corp. (a)	30,500		1,496
Express Scripts Holding Co. (a)	125,167		7,775
McKesson Corp.	20,900		2,380
			23,032
Health Care Technology - 0.2%
athenahealth, Inc. (a)	52,500		4,439
Life Sciences Tools & Services - 0.1%
Illumina, Inc. (a)(d)	19,300		1,357
Pharmaceuticals - 1.5%
AbbVie, Inc.	156,200		6,668
Allergan, Inc.	84,600		8,417
Auxilium Pharmaceuticals, Inc. (a)	146,300		2,183
Bristol-Myers Squibb Co.	239,700		11,029
Hospira, Inc. (a)	49,600		1,720
Johnson & Johnson	37,800		3,182
Questcor Pharmaceuticals, Inc.	112,600		3,848
			37,047
TOTAL HEALTH CARE			480,262
INDUSTRIALS - 7.1%
Aerospace & Defense - 0.9%
Honeywell International, Inc.	125,800		9,870
The Boeing Co.	132,500		13,120
			22,990
Air Freight & Logistics - 0.8%
FedEx Corp.	22,400		2,158
United Parcel Service, Inc. Class B	210,400		18,073
			20,231
Airlines - 1.1%
Delta Air Lines, Inc. (a)	67,000		1,207
Southwest Airlines Co.	528,000		7,482
Common Stocks - continued
	Shares		Value (000s)
INDUSTRIALS - continued
Airlines - continued
Spirit Airlines, Inc. (a)	266,300		$ 8,104
United Continental Holdings, Inc. (a)	345,900		11,228
			28,021
Construction & Engineering - 0.1%
Quanta Services, Inc. (a)	97,859		2,776
Electrical Equipment - 0.2%
Roper Industries, Inc.	38,800		4,820
Industrial Conglomerates - 1.1%
3M Co.	69,100		7,620
Danaher Corp.	240,100		14,843
General Electric Co.	147,600		3,442
			25,905
Machinery - 0.9%
Caterpillar, Inc.	140,500		12,055
Cummins, Inc.	29,400		3,517
Deere & Co.	58,100		5,061
ITT Corp.	24,100		727
Xylem, Inc.	63,000		1,773
			23,133
Road & Rail - 2.0%
CSX Corp.	324,100		8,171
Hertz Global Holdings, Inc. (a)	545,100		14,080
Kansas City Southern	10,800		1,196
Union Pacific Corp.	165,600		25,605
			49,052
TOTAL INDUSTRIALS			176,928
INFORMATION TECHNOLOGY - 34.7%
Communications Equipment - 2.4%
F5 Networks, Inc. (a)	12,600		1,048
Infinera Corp. (a)(d)	1,483,881		15,625
Juniper Networks, Inc. (a)	65,500		1,161
QUALCOMM, Inc.	575,865		36,556
Riverbed Technology, Inc. (a)	115,800		1,790
ViaSat, Inc. (a)	49,600		3,475
			59,655
Computers & Peripherals - 5.5%
3D Systems Corp. (a)(d)	35,700		1,732
Common Stocks - continued
	Shares		Value (000s)
INFORMATION TECHNOLOGY - continued
Computers & Peripherals - continued
Apple, Inc.	263,758		$ 118,606
Fusion-io, Inc. (a)(d)	617,332		8,933
SanDisk Corp. (a)	49,200		2,904
Silicon Graphics International Corp. (a)(d)	272,600		4,116
Stratasys Ltd. (a)	15,500		1,303
			137,594
Internet Software & Services - 7.1%
Akamai Technologies, Inc. (a)	31,400		1,448
Baidu.com, Inc. sponsored ADR (a)	24,100		2,329
Cornerstone OnDemand, Inc. (a)	140,000		5,690
eBay, Inc. (a)	425,700		23,030
Facebook, Inc. Class A	462,341		11,258
Google, Inc. Class A (a)	131,465		114,428
LinkedIn Corp. (a)	18,800		3,150
Rackspace Hosting, Inc. (a)	133,802		5,022
Tencent Holdings Ltd.	133,100		5,239
Trulia, Inc. (d)	20,400		627
Web.com Group, Inc. (a)	282,600		5,932
			178,153
IT Services - 3.4%
Cognizant Technology Solutions Corp. Class A (a)	127,216		8,225
IBM Corp.	117,900		24,526
MasterCard, Inc. Class A	34,100		19,446
Visa, Inc. Class A	183,600		32,707
			84,904
Semiconductors & Semiconductor Equipment - 7.6%
Analog Devices, Inc.	19,600		900
Applied Materials, Inc.	211,300		3,212
Applied Micro Circuits Corp. (a)	1,382,925		10,662
Broadcom Corp. Class A	135,400		4,862
Cree, Inc. (a)	737,800		46,002
Cypress Semiconductor Corp.	1,548,066		17,400
Intel Corp.	299,400		7,269
Mellanox Technologies Ltd. (a)	192,200		9,969
NVIDIA Corp.	2,816,030		40,804
Rambus, Inc. (a)	1,441,100		11,356
Silicon Laboratories, Inc. (a)	767,800		32,985
Common Stocks - continued
	Shares		Value (000s)
INFORMATION TECHNOLOGY - continued
Semiconductors & Semiconductor Equipment - continued
Skyworks Solutions, Inc. (a)	32,300		$ 771
Xilinx, Inc.	60,800		2,472
			188,664
Software - 8.7%
Adobe Systems, Inc. (a)	81,800		3,510
Citrix Systems, Inc. (a)	46,000		2,960
Concur Technologies, Inc. (a)	66,400		5,360
Interactive Intelligence Group, Inc. (a)	78,700		3,951
Microsoft Corp.	813,700		28,382
NetSuite, Inc. (a)	133,800		11,721
Oracle Corp.	338,200		11,418
QLIK Technologies, Inc. (a)	272,274		8,375
Red Hat, Inc. (a)	675,830		32,595
salesforce.com, Inc. (a)	2,088,400		88,402
ServiceNow, Inc.	125,400		4,610
SolarWinds, Inc. (a)	94,700		3,992
Solera Holdings, Inc.	13,500		739
Splunk, Inc. (a)	41,100		1,922
TiVo, Inc. (a)	262,000		3,390
VMware, Inc. Class A (a)	25,200		1,792
Workday, Inc. Class A	54,400		3,494
			216,613
TOTAL INFORMATION TECHNOLOGY			865,583
MATERIALS - 1.9%
Chemicals - 1.8%
CF Industries Holdings, Inc.	9,200		1,757
E.I. du Pont de Nemours & Co.	96,400		5,378
Eastman Chemical Co.	31,200		2,238
Monsanto Co.	345,400		34,761
			44,134
Metals & Mining - 0.1%
Nucor Corp.	76,800		3,418
TOTAL MATERIALS			47,552
TELECOMMUNICATION SERVICES - 0.6%
Diversified Telecommunication Services - 0.3%
Verizon Communications, Inc.	178,400		8,649
Common Stocks - continued
	Shares		Value (000s)
TELECOMMUNICATION SERVICES - continued
Wireless Telecommunication Services - 0.3%
Sprint Nextel Corp. (a)	920,700		$ 6,721
TOTAL TELECOMMUNICATION SERVICES			15,370
TOTAL COMMON STOCKS (Cost $1,734,932)		2,472,571
Preferred Stocks - 0.1%
Convertible Preferred Stocks - 0.1%
HEALTH CARE - 0.1%
Pharmaceuticals - 0.1%
aTyr Pharma, Inc. 8.00% (e)	638,618		1,615
Nonconvertible Preferred Stocks - 0.0%
HEALTH CARE - 0.0%
Pharmaceuticals - 0.0%
Equilibrate Asia Therapeutics Series D (e)	676,657		11
Equilibrate Worldwide Therapeutics Series D (e)	676,657		27
Neuropathic Worldwide Therapeutics Series D (e)	676,657		5
Oculus Worldwide Therapeutics Series D (e)	676,657		8
Orchestrate U.S. Therapeutics, Inc. Series D (e)	676,657		12
Orchestrate Worldwide Therapeutics Series D (e)	676,657		21
			84
TOTAL PREFERRED STOCKS (Cost $1,699)		1,699
Money Market Funds - 3.5%
Fidelity Cash Central Fund, 0.12% (b)	7,533,641		7,534
Fidelity Securities Lending Cash Central Fund, 0.12% (b)(c)	78,638,726		78,639
TOTAL MONEY MARKET FUNDS (Cost $86,173)		86,173
Cash Equivalents - 0.3%
	Maturity Amount (000s)		Value (000s)
Investments in repurchase agreements in a joint trading account at 0.06%, dated 5/31/13 due 6/3/13 (Collateralized by U.S. Treasury Obligations) # (Cost $8,378)	$ 8,378		$ 8,378
TOTAL INVESTMENT PORTFOLIO - 103.1% (Cost $1,831,182)			2,568,821
NET OTHER ASSETS (LIABILITIES) - (3.1)%			(76,986)
NET ASSETS - 100%		$ 2,491,835

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 are available on the SEC's website or upon request.

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

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

(e) 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 $1,699,000 or 0.1% of net assets.

Additional information on each restricted holding is as follows:

Security	Acquisition Date	Acquisition Cost (000s)
aTyr Pharma, Inc. 8.00%	4/8/13	$ 1,615
Security	Acquisition Date	Acquisition Cost (000s)
Equilibrate Asia Therapeutics Series D	5/17/13	$ 11
Equilibrate Worldwide Therapeutics Series D	5/17/13	$ 27
Neuropathic Worldwide Therapeutics Series D	5/17/13	$ 5
Oculus Worldwide Therapeutics Series D	5/17/13	$ 8
Orchestrate U.S. Therapeutics, Inc. Series D	5/17/13	$ 12
Orchestrate Worldwide Therapeutics Series D	5/17/13	$ 21

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

Repurchase Agreement / Counterparty	Value
$8,378,000 due 6/03/13 at 0.06%
Barclays Capital, Inc.	$ 2,344
Merrill Lynch, Pierce, Fenner & Smith, Inc.	1,628
UBS Securities LLC	4,406
	$ 8,378

Affiliated Central Funds

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

Fund	Income earned (Amounts in thousands)
Fidelity Cash Central Fund	$ 18
Fidelity Securities Lending Cash Central Fund	507
Total	$ 525

Other Information

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

Valuation Inputs at Reporting Date:
Description (Amounts in thousands)	Total	Level 1	Level 2	Level 3
Investments in Securities:
Equities:
Consumer Discretionary	$ 460,197	$ 454,758	$ 5,439	$ -
Consumer Staples	228,790	227,606	1,184	-
Energy	109,851	109,851	-	-
Financials	88,038	88,038	-	-
Health Care	481,961	480,262	-	1,699
Industrials	176,928	176,928	-	-
Information Technology	865,583	860,344	5,239	-
Materials	47,552	47,552	-	-
Telecommunication Services	15,370	15,370	-	-
Money Market Funds	86,173	86,173	-	-
Cash Equivalents	8,378	-	8,378	-
Total Investments in Securities:	$ 2,568,821	$ 2,546,882	$ 20,240	$ 1,699

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

Semiannual Report

Financial Statements

Statement of Assets and Liabilities

Amounts in thousands (except per-share amounts)	May 31, 2013 (Unaudited)
Assets
Investment in securities, at value (including securities loaned of $76,030 and repurchase agreements of $8,378) - See accompanying schedule: Unaffiliated issuers (cost $1,745,009)	$ 2,482,648
Fidelity Central Funds (cost $86,173)	86,173
Total Investments (cost $1,831,182)		$ 2,568,821
Receivable for investments sold		4,192
Receivable for fund shares sold		2,526
Dividends receivable		2,417
Distributions receivable from Fidelity Central Funds		94
Prepaid expenses		1
Other receivables		145
Total assets		2,578,196
Liabilities
Payable for investments purchased	$ 1,951
Payable for fund shares redeemed	2,913
Accrued management fee	1,457
Distribution and service plan fees payable	736
Other affiliated payables	485
Other payables and accrued expenses	180
Collateral on securities loaned, at value	78,639
Total liabilities		86,361
Net Assets		$ 2,491,835
Net Assets consist of:
Paid in capital		$ 2,092,389
Accumulated net investment loss		(8,339)
Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions		(329,851)
Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies		737,636
Net Assets		$ 2,491,835

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

Semiannual Report

Financial Statements - continued

Statement of Assets and Liabilities - continued

Amounts in thousands (except per-share amounts)	May 31, 2013 (Unaudited)
Calculation of Maximum Offering Price Class A: Net Asset Value and redemption price per share ($441,958 ÷ 9,153.0 shares)		$ 48.29
Maximum offering price per share (100/94.25 of $48.29)		$ 51.24
Class T: Net Asset Value and redemption price per share ($1,310,241 ÷ 27,031.8 shares)		$ 48.47
Maximum offering price per share (100/96.50 of $48.47)		$ 50.23
Class B: Net Asset Value and offering price per share ($12,436 ÷ 276.7 shares)A		$ 44.94
Class C: Net Asset Value and offering price per share ($103,798 ÷ 2,297.3 shares)A		$ 45.18
Institutional Class: Net Asset Value, offering price and redemption price per share ($623,402 ÷ 12,411.6 shares)		$ 50.23

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

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

Semiannual Report

Statement of Operations

Amounts in thousands	Six months ended May 31, 2013 (Unaudited)
Investment Income
Dividends		$ 12,710
Income from Fidelity Central Funds		525
Total income		13,235
Expenses
Management fee Basic fee	$ 6,315
Performance adjustment	1,567
Transfer agent fees	2,455
Distribution and service plan fees	4,059
Accounting and security lending fees	350
Custodian fees and expenses	18
Independent trustees' compensation	7
Registration fees	71
Audit	31
Legal	4
Miscellaneous	12
Total expenses before reductions	14,889
Expense reductions	(77)	14,812
Net investment income (loss)		(1,577)
Realized and Unrealized Gain (Loss) Net realized gain (loss) on:
Investment securities:
Unaffiliated issuers	85,907
Foreign currency transactions	(5)
Total net realized gain (loss)		85,902
Change in net unrealized appreciation (depreciation) on: Investment securities	271,842
Assets and liabilities in foreign currencies	(2)
Total change in net unrealized appreciation (depreciation)		271,840
Net gain (loss)		357,742
Net increase (decrease) in net assets resulting from operations		$ 356,165

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

Semiannual Report

Financial Statements - continued

Statement of Changes in Net Assets

Amounts in thousands	Six months ended May 31, 2013 (Unaudited)	Year ended November 30, 2012
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$ (1,577)	$ (7,218)
Net realized gain (loss)	85,902	165,968
Change in net unrealized appreciation (depreciation)	271,840	117,910
Net increase (decrease) in net assets resulting from operations	356,165	276,660
Share transactions - net increase (decrease)	30,895	182,997
Total increase (decrease) in net assets	387,060	459,657
Net Assets
Beginning of period	2,104,775	1,645,118
End of period (including accumulated net investment loss of $8,339 and accumulated net investment loss of $6,762, respectively)	$ 2,491,835	$ 2,104,775

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

Semiannual Report

Financial Highlights - Class A

	Six months ended May 31, 2013	Years ended November 30,
	(Unaudited)	2012	2011	2010	2009	2008
Selected Per-Share Data
Net asset value, beginning of period	$ 41.34	$ 35.39	$ 32.30	$ 26.30	$ 18.92	$ 41.72
Income from Investment Operations
Net investment income (loss) E	(.02)	(.11)	(.08)	- J	.10	(.02)
Net realized and unrealized gain (loss)	6.97	6.06	3.17	6.13	7.28	(22.78)
Total from investment operations	6.95	5.95	3.09	6.13	7.38	(22.80)
Distributions from net investment income	-	-	-	(.11)	-	-
Distributions from net realized gain	-	-	-	(.02)	-	-
Total distributions	-	-	-	(.13)	-	-
Net asset value, end of period	$ 48.29	$ 41.34	$ 35.39	$ 32.30	$ 26.30	$ 18.92
Total Return B, C, D	16.81%	16.81%	9.57%	23.42%	39.01%	(54.65)%
Ratios to Average Net Assets F, I
Expenses before reductions	1.25% A	1.30%	1.08%	.90%	.80%	1.08%
Expenses net of fee waivers, if any	1.25% A	1.29%	1.08%	.90%	.80%	1.08%
Expenses net of all reductions	1.24% A	1.29%	1.07%	.90%	.80%	1.08%
Net investment income (loss)	(.08)% A	(.29)%	(.23)%	-% H	.45%	(.05)%
Supplemental Data
Net assets, end of period (in millions)	$ 442	$ 359	$ 267	$ 255	$ 236	$ 192
Portfolio turnover rate G	19% A	34%	31%	35%	114%	126%

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

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

^F 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.

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

^H Amount represents less than .01%.

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

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

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

Semiannual Report

Financial Highlights - Class T

	Six months ended May 31, 2013	Years ended November 30,
	(Unaudited)	2012	2011	2010	2009	2008
Selected Per-Share Data
Net asset value, beginning of period	$ 41.54	$ 35.62	$ 32.58	$ 26.52	$ 19.12	$ 42.24
Income from Investment Operations
Net investment income (loss) E	(.06)	(.19)	(.15)	(.06)	.05	(.08)
Net realized and unrealized gain (loss)	6.99	6.11	3.19	6.19	7.35	(23.04)
Total from investment operations	6.93	5.92	3.04	6.13	7.40	(23.12)
Distributions from net investment income	-	-	-	(.05)	-	-
Distributions from net realized gain	-	-	-	(.02)	-	-
Total distributions	-	-	-	(.07)	-	-
Net asset value, end of period	$ 48.47	$ 41.54	$ 35.62	$ 32.58	$ 26.52	$ 19.12
Total Return B, C, D	16.68%	16.62%	9.33%	23.18%	38.70%	(54.73)%
Ratios to Average Net Assets F, H
Expenses before reductions	1.44% A	1.48%	1.25%	1.10%	1.03%	1.27%
Expenses net of fee waivers, if any	1.44% A	1.48%	1.25%	1.10%	1.03%	1.27%
Expenses net of all reductions	1.43% A	1.48%	1.25%	1.09%	1.02%	1.26%
Net investment income (loss)	(.27)% A	(.48)%	(.40)%	(.20)%	.23%	(.24)%
Supplemental Data
Net assets, end of period (in millions)	$ 1,310	$ 1,187	$ 1,102	$ 1,126	$ 1,051	$ 876
Portfolio turnover rate G	19% A	34%	31%	35%	114%	126%

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

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

^F 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.

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

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

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

Semiannual Report

Financial Highlights - Class B

	Six months ended May 31, 2013	Years ended November 30,
	(Unaudited)	2012	2011	2010	2009	2008
Selected Per-Share Data
Net asset value, beginning of period	$ 38.62	$ 33.31	$ 30.64	$ 25.01	$ 18.13	$ 40.28
Income from Investment Operations
Net investment income (loss) E	(.18)	(.39)	(.33)	(.21)	(.06)	(.26)
Net realized and unrealized gain (loss)	6.50	5.70	3.00	5.84	6.94	(21.89)
Total from investment operations	6.32	5.31	2.67	5.63	6.88	(22.15)
Net asset value, end of period	$ 44.94	$ 38.62	$ 33.31	$ 30.64	$ 25.01	$ 18.13
Total Return B, C, D	16.36%	15.94%	8.71%	22.51%	37.95%	(54.99)%
Ratios to Average Net Assets F, H
Expenses before reductions	2.03% A	2.07%	1.83%	1.66%	1.56%	1.83%
Expenses net of fee waivers, if any	2.03% A	2.05%	1.83%	1.66%	1.56%	1.83%
Expenses net of all reductions	2.02% A	2.05%	1.83%	1.65%	1.55%	1.82%
Net investment income (loss)	(.86)% A	(1.05)%	(.98)%	(.76)%	(.30)%	(.80)%
Supplemental Data
Net assets, end of period (in millions)	$ 12	$ 13	$ 14	$ 18	$ 21	$ 20
Portfolio turnover rate G	19% A	34%	31%	35%	114%	126%

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

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

^F Fees and expenses of 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.

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

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

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

Semiannual Report

Financial Highlights - Class C

	Six months ended May 31, 2013	Years ended November 30,
	(Unaudited)	2012	2011	2010	2009	2008
Selected Per-Share Data
Net asset value, beginning of period	$ 38.83	$ 33.48	$ 30.79	$ 25.14	$ 18.22	$ 40.47
Income from Investment Operations
Net investment income (loss) E	(.17)	(.38)	(.33)	(.21)	(.06)	(.26)
Net realized and unrealized gain (loss)	6.52	5.73	3.02	5.86	6.98	(21.99)
Total from investment operations	6.35	5.35	2.69	5.65	6.92	(22.25)
Net asset value, end of period	$ 45.18	$ 38.83	$ 33.48	$ 30.79	$ 25.14	$ 18.22
Total Return B, C, D	16.35%	15.98%	8.74%	22.47%	37.98%	(54.98)%
Ratios to Average Net Assets F, H
Expenses before reductions	1.98% A	2.04%	1.82%	1.65%	1.56%	1.83%
Expenses net of fee waivers, if any	1.98% A	2.03%	1.82%	1.65%	1.56%	1.83%
Expenses net of all reductions	1.97% A	2.02%	1.82%	1.65%	1.55%	1.83%
Net investment income (loss)	(.81)% A	(1.02)%	(.97)%	(.75)%	(.30)%	(.80)%
Supplemental Data
Net assets, end of period (in millions)	$ 104	$ 71	$ 47	$ 41	$ 37	$ 30
Portfolio turnover rate G	19% A	34%	31%	35%	114%	126%

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

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

^F Fees and expenses of 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.

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

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

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

Semiannual Report

Financial Highlights - Institutional Class

	Six months ended May 31, 2013	Years ended November 30,
	(Unaudited)	2012	2011	2010	2009	2008
Selected Per-Share Data
Net asset value, beginning of period	$ 42.94	$ 36.63	$ 33.33	$ 27.11	$ 19.43	$ 42.70
Income from Investment Operations
Net investment income (loss) D	.05	.01	.05	.10	.17	.12
Net realized and unrealized gain (loss)	7.24	6.30	3.25	6.33	7.51	(23.39)
Total from investment operations	7.29	6.31	3.30	6.43	7.68	(23.27)
Distributions from net investment income	-	-	-	(.19)	-	-
Distributions from net realized gain	-	-	-	(.02)	-	-
Total distributions	-	-	-	(.21)	-	-
Net asset value, end of period	$ 50.23	$ 42.94	$ 36.63	$ 33.33	$ 27.11	$ 19.43
Total Return B, C	16.98%	17.23%	9.90%	23.86%	39.53%	(54.50)%
Ratios to Average Net Assets E, G
Expenses before reductions	.93% A	.97%	.72%	.57%	.46%	.70%
Expenses net of fee waivers, if any	.93% A	.97%	.72%	.57%	.46%	.70%
Expenses net of all reductions	.93% A	.97%	.72%	.56%	.46%	.70%
Net investment income (loss)	.24% A	.04%	.13%	.33%	.79%	.33%
Supplemental Data
Net assets, end of period (in millions)	$ 623	$ 475	$ 215	$ 118	$ 26	$ 31
Portfolio turnover rate F	19% A	34%	31%	35%	114%	126%

^A Annualized

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

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

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

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

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

^G 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.

Semiannual Report

Notes to Financial Statements

For the period ended May 31, 2013 (Unaudited)

(Amounts in thousands except percentages)

1. Organization.

Fidelity Advisor® Growth Opportunities Fund (the Fund) is a fund of Fidelity Advisor Series I (the Trust) and is authorized to issue an unlimited number of shares. The Trust is registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end management investment company organized as a Massachusetts business trust. The Fund offers Class A, Class T, Class C and Institutional Class shares, each of which, along with Class B shares, has equal rights as to assets and voting privileges. Class B shares are closed to new accounts and additional purchases, except for exchanges and reinvestments. Each class has exclusive voting rights with respect to matters that affect that class. Class B shares will automatically convert to Class A shares after a holding period of seven years from the initial date of purchase.

2. Investments in Fidelity Central Funds.

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

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

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 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:

Semiannual Report

3. Significant Accounting Policies - continued

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

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

Level 1 - quoted prices in active markets for identical investments

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

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

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

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

For restricted equity securities and private placements where observable inputs are limited, assumptions about market activity and risk are used and these securities are generally categorized as Level 3 in the hierarchy.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except percentages)

3. Significant Accounting Policies - continued

Investment Valuation - continued

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

Changes in valuation techniques may result in transfers in or out of an assigned level within the disclosure hierarchy. The aggregate value of investments by input level, as of May 31, 2013, 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. Distributions received on securities that represent a return of capital or capital gain are recorded as a reduction of cost of investments and/or as a realized gain. Subsequent to ex-dividend date the Fund determines the components of these distributions, based upon receipt of tax filings or other correspondence relating to the underlying investment. Interest income and distributions from the Fidelity Central Funds are accrued as earned. Interest income includes coupon interest and amortization of premium and accretion of discount on debt securities. Investment income is recorded net of foreign taxes withheld where recovery of such taxes is uncertain.

Semiannual Report

3. Significant Accounting Policies - continued

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

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 income taxes is required.

The Fund files a U.S. federal tax return, in addition to state and local tax returns as required. A fund's federal income tax returns are subject to examination by the Internal Revenue Service (IRS) for a period of three fiscal years after they are filed. State and local tax returns may be subject to examination for an additional fiscal year depending on the jurisdiction. Foreign taxes are provided for based on the Fund's understanding of the tax rules and rates that exist in the foreign markets in which it invests.

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

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

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

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except percentages)

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

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

Gross unrealized appreciation	$ 846,106
Gross unrealized depreciation	(110,388)
Net unrealized appreciation (depreciation) on securities and other investments	$ 735,718
Tax cost	$ 1,833,103

Capital loss carryforwards are only available to offset future capital gains of the Fund to the extent provided by regulations and may be limited. Under the Regulated Investment Company Modernization Act of 2010 (the Act), the Fund is permitted to carry forward capital losses incurred in taxable years beginning after December 22, 2010 for an unlimited period and such capital losses are required to be used prior to any losses that expire. The capital loss carryforward information presented below, including any applicable limitation, is estimated as of fiscal period end and is subject to adjustment.

Fiscal year of expiration
2017	$ (413,255)

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

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

Semiannual Report

4. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $256,389 and $216,787, respectively.

5. Fees and Other Transactions with Affiliates.

Management Fee. FMR and its affiliates provide the Fund with investment management related services for which the Fund pays a monthly management fee. The management fee is the sum of an individual fund fee rate that is based on an annual rate of .30% of the Fund's average net assets and an annualized group fee rate that averaged .26% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by FMR. The group fee rate decreases as assets under management increase and increases as assets under management decrease. In addition, the management fee is subject to a performance adjustment (up to a maximum of ± .20% of the Fund's average net assets over a 36 month performance period). The upward or downward adjustment to the management fee is based on the investment performance of the asset-weighted return of all classes as compared to an appropriate benchmark index. For the period, the total annualized management fee rate, including the performance adjustment, was .69% of the Fund's average net assets.

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

	Distribution Fee	Service Fee	Total Fees	Retained by FDC
Class A	-%	.25%	$ 491	$ 5
Class T	.25%	.25%	3,085	1
Class B	.75%	.25%	63	48
Class C	.75%	.25%	420	134
			$ 4,059	$ 188

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.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except percentages)

5. Fees and Other Transactions with Affiliates - continued

Sales Load - continued

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

	Retained by FDC
Class A	$ 76
Class T	24
Class B*	4
Class C*	5
	$ 109

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

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

	Amount	% of Average Net Assets*
Class A	$ 517	.26
Class T	1,269	.21
Class B	19	.30
Class C	104	.25
Institutional Class	546	.20
	$ 2,455

* Annualized

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

Brokerage Commissions. The Fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of the investment adviser. Brokerage commissions are included in net realized gain (loss) and change in net unrealized appreciation (depreciation) in the Statement of Operations. The commissions paid to these affiliated firms were $6 for the period.

Semiannual Report

6. Committed Line of Credit.

The Fund participates with other funds managed by FMR or an affiliate in a $4.25 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro-rata portion of the line of credit, which amounted to $3 and is reflected in Miscellaneous expenses on the Statement of Operations. During the period, there were no borrowings on this line of credit.

7. Security Lending.

The Fund lends portfolio securities through a lending agent from time to time in order to earn additional income. For equity securities, a lending agent is used and may loan securities to certain qualified borrowers, including Fidelity Capital Markets (FCM), a broker-dealer affiliated with the Fund. On the settlement date of the loan, the Fund receives collateral (in the form of U.S. Treasury obligations, letters of credit and/or cash) against the loaned securities and maintains collateral in an amount not less than 100% of the market value of the loaned securities during the period of the loan. The market value of the loaned securities is determined at the close of business of the Fund and any additional required collateral is delivered to the Fund on the next business day. If the borrower defaults on its obligation to return the securities loaned because of insolvency or other reasons, the Fund may apply collateral received from the borrower against the obligation. The Fund may experience delays and costs in recovering the securities loaned. Any cash collateral received is invested in the Fidelity Securities Lending Cash Central Fund. The value of loaned securities and cash collateral at period end are disclosed on the Fund's Statement of Assets and Liabilities. The value of securities loaned to FCM at period end was $3,779. 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 $507, including $70 from securities loaned to FCM.

8. Expense Reductions.

Many of the brokers with whom FMR places trades on behalf of the Fund provided services to the Fund in addition to trade execution. These services included payments of certain expenses on behalf of the Fund totaling $77 for the period.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except percentages)

9. Share Transactions.

Transactions for each class of shares were as follows:

	Shares		Dollars
	Six months ended May 31, 2013	Year ended November 30, 2012	Six months ended May 31, 2013	Year ended November 30, 2012
Class A
Shares sold	1,418	3,450	$ 63,269	$ 139,006
Shares redeemed	(953)	(2,315)	(41,939)	(91,797)
Net increase (decrease)	465	1,135	$ 21,330	$ 47,209
Class T
Shares sold	1,346	3,463	$ 59,658	$ 139,248
Shares redeemed	(2,885)	(5,834)	(127,716)	(232,825)
Net increase (decrease)	(1,539)	(2,371)	$ (68,058)	$ (93,577)
Class B
Shares sold	8	58	$ 318	$ 2,241
Shares redeemed	(73)	(126)	(2,982)	(4,712)
Net increase (decrease)	(65)	(68)	$ (2,664)	$ (2,471)
Class C
Shares sold	659	834	$ 27,483	$ 31,589
Shares redeemed	(178)	(408)	(7,388)	(15,301)
Net increase (decrease)	481	426	$ 20,095	$ 16,288
Institutional Class
Shares sold	2,547	8,961	$ 115,530	$ 367,678
Shares redeemed	(1,199)	(3,778)	(55,338)	(152,130)
Net increase (decrease)	1,348	5,183	$ 60,192	$ 215,548

10. Other.

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

Semiannual Report

Investment Adviser

Fidelity Management & Research Company

Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

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

Fidelity Management & Research (Japan) Inc.

Fidelity Management & Research (Hong Kong) Limited

General Distributor

Fidelity Distributors Corporation

Smithfield, RI

Transfer and Service Agents

Fidelity Investments Institutional
Operations Company, Inc.

Boston, MA

Fidelity Service Company, Inc.

Boston, MA

Custodian

The Bank of New York Mellon

New York, NY

(Fidelity Investment logo)(registered trademark)

GOI-USAN-0713
1.786794.110

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

Growth Opportunities

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

Semiannual Report

May 31, 2013

(Fidelity Cover Art)

Contents

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.

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.

All other marks appearing herein are registered or unregistered trademarks or service marks of FMR LLC or an affiliated company. © 2013 FMR LLC. All rights reserved.

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.

Semiannual Report

Shareholder Expense Example

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

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (December 1, 2012 to May 31, 2013).

Actual Expenses

The first line of the accompanying table for each class of the Fund provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000.00 (for example, an $8,600 account value divided by $1,000.00 = 8.6), then multiply the result by the number in the first line for a class of the Fund under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period. 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.

Semiannual Report

Shareholder Expense Example - continued

	Annualized Expense RatioB	Beginning Account Value December 1, 2012	Ending Account Value May 31, 2013	Expenses Paid During Period* December 1, 2012 to May 31, 2013
Class A	1.25%
Actual		$ 1,000.00	$ 1,168.10	$ 6.76
HypotheticalA		$ 1,000.00	$ 1,018.70	$ 6.29
Class T	1.44%
Actual		$ 1,000.00	$ 1,166.80	$ 7.78
HypotheticalA		$ 1,000.00	$ 1,017.75	$ 7.24
Class B	2.03%
Actual		$ 1,000.00	$ 1,163.60	$ 10.95
HypotheticalA		$ 1,000.00	$ 1,014.81	$ 10.20
Class C	1.98%
Actual		$ 1,000.00	$ 1,163.50	$ 10.68
HypotheticalA		$ 1,000.00	$ 1,015.06	$ 9.95
Institutional Class	.93%
Actual		$ 1,000.00	$ 1,169.80	$ 5.03
HypotheticalA		$ 1,000.00	$ 1,020.29	$ 4.68

^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 182/365 (to reflect the one-half year period).

Semiannual Report

Investment Changes (Unaudited)

Top Ten Stocks as of May 31, 2013
	% of fund's net assets	% of fund's net assets 6 months ago
Apple, Inc.	4.8	8.9
Google, Inc. Class A	4.6	3.9
salesforce.com, Inc.	3.6	3.8
Regeneron Pharmaceuticals, Inc.	3.5	3.8
lululemon athletica, Inc.	2.7	2.9
Seattle Genetics, Inc.	2.3	1.8
Cree, Inc.	1.9	1.2
Green Mountain Coffee Roasters, Inc.	1.7	1.0
NVIDIA Corp.	1.7	1.4
Alkermes PLC	1.5	0.9
	28.3
Top Five Market Sectors as of May 31, 2013
	% of fund's net assets	% of fund's net assets 6 months ago
Information Technology	34.7	37.7
Health Care	19.4	17.7
Consumer Discretionary	18.5	18.4
Consumer Staples	9.2	9.0
Industrials	7.1	5.9

Asset Allocation (% of fund's net assets)
As of May 31, 2013 *			As of November 30, 2012 **
	Stocks 99.2%			Stocks 98.7%
	Convertible Securities 0.1%			Convertible Securities 0.0%
	Short-Term Investments and Net Other Assets (Liabilities) 0.7%			Short-Term Investments and Net Other Assets (Liabilities) 1.3%
* Foreign investments		6.2%	** Foreign investments		6.7%

Semiannual Report

Investments May 31, 2013 (Unaudited)

Showing Percentage of Net Assets

Common Stocks - 99.2%
	Shares		Value (000s)
CONSUMER DISCRETIONARY - 18.5%
Auto Components - 0.2%
Tenneco, Inc. (a)	115,600		$ 5,128
Automobiles - 0.7%
Honda Motor Co. Ltd.	29,300		1,088
Tesla Motors, Inc. (a)(d)	178,400		17,440
			18,528
Hotels, Restaurants & Leisure - 3.5%
Arcos Dorados Holdings, Inc. Class A (d)	222,600		3,067
BJ's Restaurants, Inc. (a)	163,400		6,134
Buffalo Wild Wings, Inc. (a)	75,000		7,197
Chipotle Mexican Grill, Inc. (a)	22,100		7,978
Chuys Holdings, Inc.	114,500		3,990
Dunkin' Brands Group, Inc.	163,600		6,479
Las Vegas Sands Corp.	112,092		6,490
McDonald's Corp.	135,600		13,095
Starbucks Corp.	278,000		17,533
Starwood Hotels & Resorts Worldwide, Inc.	171,500		11,713
The Cheesecake Factory, Inc.	64,300		2,567
			86,243
Household Durables - 1.5%
iRobot Corp. (a)	29,200		987
Lennar Corp. Class A	407,400		16,019
SodaStream International Ltd. (a)	94,839		6,051
Tempur-Pedic International, Inc. (a)	21,654		916
Toll Brothers, Inc. (a)	240,300		8,211
Tupperware Brands Corp.	54,600		4,422
			36,606
Internet & Catalog Retail - 2.1%
Amazon.com, Inc. (a)	109,000		29,324
priceline.com, Inc. (a)	13,500		10,853
Shutterfly, Inc. (a)	79,400		3,870
TripAdvisor, Inc. (a)	110,600		7,133
			51,180
Media - 1.8%
AMC Networks, Inc. Class A (a)	77,000		4,930
Comcast Corp. Class A	121,800		4,890
DIRECTV (a)	138,300		8,454
DreamWorks Animation SKG, Inc. Class A (a)	50,200		1,101
IMAX Corp. (a)	434,100		11,248
Common Stocks - continued
	Shares		Value (000s)
CONSUMER DISCRETIONARY - continued
Media - continued
Lions Gate Entertainment Corp. (a)(d)	241,100		$ 6,944
The Walt Disney Co.	123,300		7,778
			45,345
Multiline Retail - 0.4%
J.C. Penney Co., Inc. (d)	185,800		3,266
Target Corp.	91,300		6,345
			9,611
Specialty Retail - 3.0%
Abercrombie & Fitch Co. Class A	117,300		5,874
Bed Bath & Beyond, Inc. (a)	64,700		4,416
CarMax, Inc. (a)	122,100		5,711
DSW, Inc. Class A	41,200		3,048
Five Below, Inc.	105,600		4,038
Francescas Holdings Corp. (a)	73,000		2,084
Home Depot, Inc.	215,300		16,935
Lumber Liquidators Holdings, Inc. (a)	396,300		32,540
Staples, Inc.	76,300		1,145
			75,791
Textiles, Apparel & Luxury Goods - 5.3%
Coach, Inc.	34,300		1,998
Fifth & Pacific Companies, Inc. (a)	146,100		3,140
Fossil, Inc. (a)	171,700		18,235
lululemon athletica, Inc. (a)(d)	872,016		67,852
Michael Kors Holdings Ltd. (a)	197,700		12,420
NIKE, Inc. Class B	150,400		9,274
Prada SpA	454,000		4,351
Skechers U.S.A., Inc. Class A (sub. vtg.) (a)	130,100		2,927
Steven Madden Ltd. (a)	176,400		8,555
Under Armour, Inc. Class A (sub. vtg.) (a)	48,600		3,013
			131,765
TOTAL CONSUMER DISCRETIONARY			460,197
CONSUMER STAPLES - 9.2%
Beverages - 1.7%
Monster Beverage Corp. (a)	62,500		3,412
PepsiCo, Inc.	174,500		14,094
The Coca-Cola Co.	632,900		25,310
			42,816
Common Stocks - continued
	Shares		Value (000s)
CONSUMER STAPLES - continued
Food & Staples Retailing - 1.8%
Costco Wholesale Corp.	68,700		$ 7,534
CVS Caremark Corp.	126,500		7,284
Drogasil SA	20,617		218
Fresh Market, Inc. (a)	56,433		2,796
Wal-Mart Stores, Inc.	233,480		17,474
Whole Foods Market, Inc.	198,800		10,310
			45,616
Food Products - 2.4%
Archer Daniels Midland Co.	38,200		1,231
Bunge Ltd.	59,300		4,127
Green Mountain Coffee Roasters, Inc. (a)	590,300		43,169
Mead Johnson Nutrition Co. Class A	81,400		6,599
Mondelez International, Inc.	115,400		3,400
			58,526
Household Products - 0.5%
Procter & Gamble Co.	160,100		12,289
Personal Products - 0.6%
Avon Products, Inc.	100,242		2,363
Herbalife Ltd.	246,100		11,485
			13,848
Tobacco - 2.2%
Altria Group, Inc.	529,000		19,097
Japan Tobacco, Inc.	34,800		1,184
Lorillard, Inc.	150,600		6,391
Philip Morris International, Inc.	319,250		29,023
			55,695
TOTAL CONSUMER STAPLES			228,790
ENERGY - 4.4%
Energy Equipment & Services - 1.6%
FMC Technologies, Inc. (a)	95,840		5,334
Halliburton Co.	118,300		4,951
National Oilwell Varco, Inc.	83,988		5,904
Schlumberger Ltd.	341,800		24,962
			41,151
Oil, Gas & Consumable Fuels - 2.8%
Anadarko Petroleum Corp.	74,200		6,490
Chesapeake Energy Corp. (d)	165,264		3,609
Common Stocks - continued
	Shares		Value (000s)
ENERGY - continued
Oil, Gas & Consumable Fuels - continued
Concho Resources, Inc. (a)	60,900		$ 5,095
Continental Resources, Inc. (a)	87,800		7,123
EOG Resources, Inc.	20,600		2,659
Hess Corp.	135,100		9,107
Noble Energy, Inc.	91,400		5,269
Occidental Petroleum Corp.	133,700		12,310
PDC Energy, Inc. (a)	48,700		2,493
Peabody Energy Corp.	118,100		2,323
Phillips 66	36,700		2,443
Pioneer Natural Resources Co.	27,400		3,800
Range Resources Corp.	16,300		1,225
Valero Energy Corp.	117,000		4,754
			68,700
TOTAL ENERGY			109,851
FINANCIALS - 3.5%
Capital Markets - 0.5%
BlackRock, Inc. Class A	4,900		1,368
Charles Schwab Corp.	323,700		6,429
Goldman Sachs Group, Inc.	22,791		3,694
T. Rowe Price Group, Inc.	30,300		2,299
			13,790
Commercial Banks - 0.3%
Signature Bank (a)	31,800		2,454
Wells Fargo & Co.	125,000		5,069
			7,523
Consumer Finance - 1.4%
Discover Financial Services	738,333		35,004
Diversified Financial Services - 1.0%
Bank of America Corp.	297,800		4,068
BM&F Bovespa SA	765,958		4,960
Citigroup, Inc.	74,200		3,858
CME Group, Inc.	22,000		1,494
JPMorgan Chase & Co.	200,900		10,967
			25,347
Real Estate Investment Trusts - 0.2%
Simon Property Group, Inc.	25,978		4,324
Common Stocks - continued
	Shares		Value (000s)
FINANCIALS - continued
Real Estate Management & Development - 0.1%
The St. Joe Co. (a)(d)	100,400		$ 2,050
TOTAL FINANCIALS			88,038
HEALTH CARE - 19.3%
Biotechnology - 16.0%
ACADIA Pharmaceuticals, Inc. (a)	51,900		730
Alexion Pharmaceuticals, Inc. (a)	39,500		3,853
Alkermes PLC (a)	1,180,900		36,903
Alnylam Pharmaceuticals, Inc. (a)	74,800		2,291
Amarin Corp. PLC ADR (a)(d)	265,000		1,852
Amgen, Inc.	201,400		20,247
Biogen Idec, Inc. (a)	45,600		10,830
Celgene Corp. (a)	55,235		6,830
Celldex Therapeutics, Inc. (a)	95,800		1,225
Cepheid, Inc. (a)	136,353		4,740
Chimerix, Inc.	21,500		462
Elan Corp. PLC sponsored ADR (a)	854,500		10,818
Exelixis, Inc. (a)(d)	2,173,411		10,519
Gilead Sciences, Inc. (a)	511,200		27,850
ImmunoGen, Inc. (a)(d)	1,473,851		27,075
Immunomedics, Inc. (a)(d)	1,324,087		5,177
InterMune, Inc. (a)	110,400		1,091
Ironwood Pharmaceuticals, Inc. Class A (a)	227,500		3,037
Isis Pharmaceuticals, Inc. (a)(d)	1,401,553		30,344
Lexicon Pharmaceuticals, Inc. (a)	9,721,004		23,233
Merrimack Pharmaceuticals, Inc. (a)	591,500		3,277
Metabolix, Inc. (a)(d)	246,795		405
NPS Pharmaceuticals, Inc. (a)	505,700		7,965
Prothena Corp. PLC (a)	76,602		761
Receptos, Inc.	87,600		1,390
Regeneron Pharmaceuticals, Inc. (a)	355,900		86,082
Rigel Pharmaceuticals, Inc. (a)	900,748		4,161
Seattle Genetics, Inc. (a)(d)	1,670,467		57,330
Transition Therapeutics, Inc. (a)	957,597		3,208
Vertex Pharmaceuticals, Inc. (a)	68,690		5,516
			399,202
Health Care Equipment & Supplies - 0.6%
Abbott Laboratories	156,200		5,728
Baxter International, Inc.	42,300		2,975
Common Stocks - continued
	Shares		Value (000s)
HEALTH CARE - continued
Health Care Equipment & Supplies - continued
Cyberonics, Inc. (a)	79,700		$ 3,802
Steris Corp.	59,100		2,680
			15,185
Health Care Providers & Services - 0.9%
Accretive Health, Inc. (a)	356,900		4,062
BioScrip, Inc. (a)	523,500		7,319
Catamaran Corp. (a)	30,500		1,496
Express Scripts Holding Co. (a)	125,167		7,775
McKesson Corp.	20,900		2,380
			23,032
Health Care Technology - 0.2%
athenahealth, Inc. (a)	52,500		4,439
Life Sciences Tools & Services - 0.1%
Illumina, Inc. (a)(d)	19,300		1,357
Pharmaceuticals - 1.5%
AbbVie, Inc.	156,200		6,668
Allergan, Inc.	84,600		8,417
Auxilium Pharmaceuticals, Inc. (a)	146,300		2,183
Bristol-Myers Squibb Co.	239,700		11,029
Hospira, Inc. (a)	49,600		1,720
Johnson & Johnson	37,800		3,182
Questcor Pharmaceuticals, Inc.	112,600		3,848
			37,047
TOTAL HEALTH CARE			480,262
INDUSTRIALS - 7.1%
Aerospace & Defense - 0.9%
Honeywell International, Inc.	125,800		9,870
The Boeing Co.	132,500		13,120
			22,990
Air Freight & Logistics - 0.8%
FedEx Corp.	22,400		2,158
United Parcel Service, Inc. Class B	210,400		18,073
			20,231
Airlines - 1.1%
Delta Air Lines, Inc. (a)	67,000		1,207
Southwest Airlines Co.	528,000		7,482
Common Stocks - continued
	Shares		Value (000s)
INDUSTRIALS - continued
Airlines - continued
Spirit Airlines, Inc. (a)	266,300		$ 8,104
United Continental Holdings, Inc. (a)	345,900		11,228
			28,021
Construction & Engineering - 0.1%
Quanta Services, Inc. (a)	97,859		2,776
Electrical Equipment - 0.2%
Roper Industries, Inc.	38,800		4,820
Industrial Conglomerates - 1.1%
3M Co.	69,100		7,620
Danaher Corp.	240,100		14,843
General Electric Co.	147,600		3,442
			25,905
Machinery - 0.9%
Caterpillar, Inc.	140,500		12,055
Cummins, Inc.	29,400		3,517
Deere & Co.	58,100		5,061
ITT Corp.	24,100		727
Xylem, Inc.	63,000		1,773
			23,133
Road & Rail - 2.0%
CSX Corp.	324,100		8,171
Hertz Global Holdings, Inc. (a)	545,100		14,080
Kansas City Southern	10,800		1,196
Union Pacific Corp.	165,600		25,605
			49,052
TOTAL INDUSTRIALS			176,928
INFORMATION TECHNOLOGY - 34.7%
Communications Equipment - 2.4%
F5 Networks, Inc. (a)	12,600		1,048
Infinera Corp. (a)(d)	1,483,881		15,625
Juniper Networks, Inc. (a)	65,500		1,161
QUALCOMM, Inc.	575,865		36,556
Riverbed Technology, Inc. (a)	115,800		1,790
ViaSat, Inc. (a)	49,600		3,475
			59,655
Computers & Peripherals - 5.5%
3D Systems Corp. (a)(d)	35,700		1,732
Common Stocks - continued
	Shares		Value (000s)
INFORMATION TECHNOLOGY - continued
Computers & Peripherals - continued
Apple, Inc.	263,758		$ 118,606
Fusion-io, Inc. (a)(d)	617,332		8,933
SanDisk Corp. (a)	49,200		2,904
Silicon Graphics International Corp. (a)(d)	272,600		4,116
Stratasys Ltd. (a)	15,500		1,303
			137,594
Internet Software & Services - 7.1%
Akamai Technologies, Inc. (a)	31,400		1,448
Baidu.com, Inc. sponsored ADR (a)	24,100		2,329
Cornerstone OnDemand, Inc. (a)	140,000		5,690
eBay, Inc. (a)	425,700		23,030
Facebook, Inc. Class A	462,341		11,258
Google, Inc. Class A (a)	131,465		114,428
LinkedIn Corp. (a)	18,800		3,150
Rackspace Hosting, Inc. (a)	133,802		5,022
Tencent Holdings Ltd.	133,100		5,239
Trulia, Inc. (d)	20,400		627
Web.com Group, Inc. (a)	282,600		5,932
			178,153
IT Services - 3.4%
Cognizant Technology Solutions Corp. Class A (a)	127,216		8,225
IBM Corp.	117,900		24,526
MasterCard, Inc. Class A	34,100		19,446
Visa, Inc. Class A	183,600		32,707
			84,904
Semiconductors & Semiconductor Equipment - 7.6%
Analog Devices, Inc.	19,600		900
Applied Materials, Inc.	211,300		3,212
Applied Micro Circuits Corp. (a)	1,382,925		10,662
Broadcom Corp. Class A	135,400		4,862
Cree, Inc. (a)	737,800		46,002
Cypress Semiconductor Corp.	1,548,066		17,400
Intel Corp.	299,400		7,269
Mellanox Technologies Ltd. (a)	192,200		9,969
NVIDIA Corp.	2,816,030		40,804
Rambus, Inc. (a)	1,441,100		11,356
Silicon Laboratories, Inc. (a)	767,800		32,985
Common Stocks - continued
	Shares		Value (000s)
INFORMATION TECHNOLOGY - continued
Semiconductors & Semiconductor Equipment - continued
Skyworks Solutions, Inc. (a)	32,300		$ 771
Xilinx, Inc.	60,800		2,472
			188,664
Software - 8.7%
Adobe Systems, Inc. (a)	81,800		3,510
Citrix Systems, Inc. (a)	46,000		2,960
Concur Technologies, Inc. (a)	66,400		5,360
Interactive Intelligence Group, Inc. (a)	78,700		3,951
Microsoft Corp.	813,700		28,382
NetSuite, Inc. (a)	133,800		11,721
Oracle Corp.	338,200		11,418
QLIK Technologies, Inc. (a)	272,274		8,375
Red Hat, Inc. (a)	675,830		32,595
salesforce.com, Inc. (a)	2,088,400		88,402
ServiceNow, Inc.	125,400		4,610
SolarWinds, Inc. (a)	94,700		3,992
Solera Holdings, Inc.	13,500		739
Splunk, Inc. (a)	41,100		1,922
TiVo, Inc. (a)	262,000		3,390
VMware, Inc. Class A (a)	25,200		1,792
Workday, Inc. Class A	54,400		3,494
			216,613
TOTAL INFORMATION TECHNOLOGY			865,583
MATERIALS - 1.9%
Chemicals - 1.8%
CF Industries Holdings, Inc.	9,200		1,757
E.I. du Pont de Nemours & Co.	96,400		5,378
Eastman Chemical Co.	31,200		2,238
Monsanto Co.	345,400		34,761
			44,134
Metals & Mining - 0.1%
Nucor Corp.	76,800		3,418
TOTAL MATERIALS			47,552
TELECOMMUNICATION SERVICES - 0.6%
Diversified Telecommunication Services - 0.3%
Verizon Communications, Inc.	178,400		8,649
Common Stocks - continued
	Shares		Value (000s)
TELECOMMUNICATION SERVICES - continued
Wireless Telecommunication Services - 0.3%
Sprint Nextel Corp. (a)	920,700		$ 6,721
TOTAL TELECOMMUNICATION SERVICES			15,370
TOTAL COMMON STOCKS (Cost $1,734,932)		2,472,571
Preferred Stocks - 0.1%
Convertible Preferred Stocks - 0.1%
HEALTH CARE - 0.1%
Pharmaceuticals - 0.1%
aTyr Pharma, Inc. 8.00% (e)	638,618		1,615
Nonconvertible Preferred Stocks - 0.0%
HEALTH CARE - 0.0%
Pharmaceuticals - 0.0%
Equilibrate Asia Therapeutics Series D (e)	676,657		11
Equilibrate Worldwide Therapeutics Series D (e)	676,657		27
Neuropathic Worldwide Therapeutics Series D (e)	676,657		5
Oculus Worldwide Therapeutics Series D (e)	676,657		8
Orchestrate U.S. Therapeutics, Inc. Series D (e)	676,657		12
Orchestrate Worldwide Therapeutics Series D (e)	676,657		21
			84
TOTAL PREFERRED STOCKS (Cost $1,699)		1,699
Money Market Funds - 3.5%
Fidelity Cash Central Fund, 0.12% (b)	7,533,641		7,534
Fidelity Securities Lending Cash Central Fund, 0.12% (b)(c)	78,638,726		78,639
TOTAL MONEY MARKET FUNDS (Cost $86,173)		86,173
Cash Equivalents - 0.3%
	Maturity Amount (000s)		Value (000s)
Investments in repurchase agreements in a joint trading account at 0.06%, dated 5/31/13 due 6/3/13 (Collateralized by U.S. Treasury Obligations) # (Cost $8,378)	$ 8,378		$ 8,378
TOTAL INVESTMENT PORTFOLIO - 103.1% (Cost $1,831,182)			2,568,821
NET OTHER ASSETS (LIABILITIES) - (3.1)%			(76,986)
NET ASSETS - 100%		$ 2,491,835

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 are available on the SEC's website or upon request.

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

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

(e) 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 $1,699,000 or 0.1% of net assets.

Additional information on each restricted holding is as follows:

Security	Acquisition Date	Acquisition Cost (000s)
aTyr Pharma, Inc. 8.00%	4/8/13	$ 1,615
Security	Acquisition Date	Acquisition Cost (000s)
Equilibrate Asia Therapeutics Series D	5/17/13	$ 11
Equilibrate Worldwide Therapeutics Series D	5/17/13	$ 27
Neuropathic Worldwide Therapeutics Series D	5/17/13	$ 5
Oculus Worldwide Therapeutics Series D	5/17/13	$ 8
Orchestrate U.S. Therapeutics, Inc. Series D	5/17/13	$ 12
Orchestrate Worldwide Therapeutics Series D	5/17/13	$ 21

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

Repurchase Agreement / Counterparty	Value
$8,378,000 due 6/03/13 at 0.06%
Barclays Capital, Inc.	$ 2,344
Merrill Lynch, Pierce, Fenner & Smith, Inc.	1,628
UBS Securities LLC	4,406
	$ 8,378

Affiliated Central Funds

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

Fund	Income earned (Amounts in thousands)
Fidelity Cash Central Fund	$ 18
Fidelity Securities Lending Cash Central Fund	507
Total	$ 525

Other Information

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

Valuation Inputs at Reporting Date:
Description (Amounts in thousands)	Total	Level 1	Level 2	Level 3
Investments in Securities:
Equities:
Consumer Discretionary	$ 460,197	$ 454,758	$ 5,439	$ -
Consumer Staples	228,790	227,606	1,184	-
Energy	109,851	109,851	-	-
Financials	88,038	88,038	-	-
Health Care	481,961	480,262	-	1,699
Industrials	176,928	176,928	-	-
Information Technology	865,583	860,344	5,239	-
Materials	47,552	47,552	-	-
Telecommunication Services	15,370	15,370	-	-
Money Market Funds	86,173	86,173	-	-
Cash Equivalents	8,378	-	8,378	-
Total Investments in Securities:	$ 2,568,821	$ 2,546,882	$ 20,240	$ 1,699

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

Semiannual Report

Financial Statements

Statement of Assets and Liabilities

Amounts in thousands (except per-share amounts)	May 31, 2013 (Unaudited)
Assets
Investment in securities, at value (including securities loaned of $76,030 and repurchase agreements of $8,378) - See accompanying schedule: Unaffiliated issuers (cost $1,745,009)	$ 2,482,648
Fidelity Central Funds (cost $86,173)	86,173
Total Investments (cost $1,831,182)		$ 2,568,821
Receivable for investments sold		4,192
Receivable for fund shares sold		2,526
Dividends receivable		2,417
Distributions receivable from Fidelity Central Funds		94
Prepaid expenses		1
Other receivables		145
Total assets		2,578,196
Liabilities
Payable for investments purchased	$ 1,951
Payable for fund shares redeemed	2,913
Accrued management fee	1,457
Distribution and service plan fees payable	736
Other affiliated payables	485
Other payables and accrued expenses	180
Collateral on securities loaned, at value	78,639
Total liabilities		86,361
Net Assets		$ 2,491,835
Net Assets consist of:
Paid in capital		$ 2,092,389
Accumulated net investment loss		(8,339)
Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions		(329,851)
Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies		737,636
Net Assets		$ 2,491,835

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

Semiannual Report

Financial Statements - continued

Statement of Assets and Liabilities - continued

Amounts in thousands (except per-share amounts)	May 31, 2013 (Unaudited)
Calculation of Maximum Offering Price Class A: Net Asset Value and redemption price per share ($441,958 ÷ 9,153.0 shares)		$ 48.29
Maximum offering price per share (100/94.25 of $48.29)		$ 51.24
Class T: Net Asset Value and redemption price per share ($1,310,241 ÷ 27,031.8 shares)		$ 48.47
Maximum offering price per share (100/96.50 of $48.47)		$ 50.23
Class B: Net Asset Value and offering price per share ($12,436 ÷ 276.7 shares)A		$ 44.94
Class C: Net Asset Value and offering price per share ($103,798 ÷ 2,297.3 shares)A		$ 45.18
Institutional Class: Net Asset Value, offering price and redemption price per share ($623,402 ÷ 12,411.6 shares)		$ 50.23

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

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

Semiannual Report

Statement of Operations

Amounts in thousands	Six months ended May 31, 2013 (Unaudited)
Investment Income
Dividends		$ 12,710
Income from Fidelity Central Funds		525
Total income		13,235
Expenses
Management fee Basic fee	$ 6,315
Performance adjustment	1,567
Transfer agent fees	2,455
Distribution and service plan fees	4,059
Accounting and security lending fees	350
Custodian fees and expenses	18
Independent trustees' compensation	7
Registration fees	71
Audit	31
Legal	4
Miscellaneous	12
Total expenses before reductions	14,889
Expense reductions	(77)	14,812
Net investment income (loss)		(1,577)
Realized and Unrealized Gain (Loss) Net realized gain (loss) on:
Investment securities:
Unaffiliated issuers	85,907
Foreign currency transactions	(5)
Total net realized gain (loss)		85,902
Change in net unrealized appreciation (depreciation) on: Investment securities	271,842
Assets and liabilities in foreign currencies	(2)
Total change in net unrealized appreciation (depreciation)		271,840
Net gain (loss)		357,742
Net increase (decrease) in net assets resulting from operations		$ 356,165

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

Semiannual Report

Financial Statements - continued

Statement of Changes in Net Assets

Amounts in thousands	Six months ended May 31, 2013 (Unaudited)	Year ended November 30, 2012
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$ (1,577)	$ (7,218)
Net realized gain (loss)	85,902	165,968
Change in net unrealized appreciation (depreciation)	271,840	117,910
Net increase (decrease) in net assets resulting from operations	356,165	276,660
Share transactions - net increase (decrease)	30,895	182,997
Total increase (decrease) in net assets	387,060	459,657
Net Assets
Beginning of period	2,104,775	1,645,118
End of period (including accumulated net investment loss of $8,339 and accumulated net investment loss of $6,762, respectively)	$ 2,491,835	$ 2,104,775

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

Semiannual Report

Financial Highlights - Class A

	Six months ended May 31, 2013	Years ended November 30,
	(Unaudited)	2012	2011	2010	2009	2008
Selected Per-Share Data
Net asset value, beginning of period	$ 41.34	$ 35.39	$ 32.30	$ 26.30	$ 18.92	$ 41.72
Income from Investment Operations
Net investment income (loss) E	(.02)	(.11)	(.08)	- J	.10	(.02)
Net realized and unrealized gain (loss)	6.97	6.06	3.17	6.13	7.28	(22.78)
Total from investment operations	6.95	5.95	3.09	6.13	7.38	(22.80)
Distributions from net investment income	-	-	-	(.11)	-	-
Distributions from net realized gain	-	-	-	(.02)	-	-
Total distributions	-	-	-	(.13)	-	-
Net asset value, end of period	$ 48.29	$ 41.34	$ 35.39	$ 32.30	$ 26.30	$ 18.92
Total Return B, C, D	16.81%	16.81%	9.57%	23.42%	39.01%	(54.65)%
Ratios to Average Net Assets F, I
Expenses before reductions	1.25% A	1.30%	1.08%	.90%	.80%	1.08%
Expenses net of fee waivers, if any	1.25% A	1.29%	1.08%	.90%	.80%	1.08%
Expenses net of all reductions	1.24% A	1.29%	1.07%	.90%	.80%	1.08%
Net investment income (loss)	(.08)% A	(.29)%	(.23)%	-% H	.45%	(.05)%
Supplemental Data
Net assets, end of period (in millions)	$ 442	$ 359	$ 267	$ 255	$ 236	$ 192
Portfolio turnover rate G	19% A	34%	31%	35%	114%	126%

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

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

^F 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.

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

^H Amount represents less than .01%.

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

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

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

Semiannual Report

Financial Highlights - Class T

	Six months ended May 31, 2013	Years ended November 30,
	(Unaudited)	2012	2011	2010	2009	2008
Selected Per-Share Data
Net asset value, beginning of period	$ 41.54	$ 35.62	$ 32.58	$ 26.52	$ 19.12	$ 42.24
Income from Investment Operations
Net investment income (loss) E	(.06)	(.19)	(.15)	(.06)	.05	(.08)
Net realized and unrealized gain (loss)	6.99	6.11	3.19	6.19	7.35	(23.04)
Total from investment operations	6.93	5.92	3.04	6.13	7.40	(23.12)
Distributions from net investment income	-	-	-	(.05)	-	-
Distributions from net realized gain	-	-	-	(.02)	-	-
Total distributions	-	-	-	(.07)	-	-
Net asset value, end of period	$ 48.47	$ 41.54	$ 35.62	$ 32.58	$ 26.52	$ 19.12
Total Return B, C, D	16.68%	16.62%	9.33%	23.18%	38.70%	(54.73)%
Ratios to Average Net Assets F, H
Expenses before reductions	1.44% A	1.48%	1.25%	1.10%	1.03%	1.27%
Expenses net of fee waivers, if any	1.44% A	1.48%	1.25%	1.10%	1.03%	1.27%
Expenses net of all reductions	1.43% A	1.48%	1.25%	1.09%	1.02%	1.26%
Net investment income (loss)	(.27)% A	(.48)%	(.40)%	(.20)%	.23%	(.24)%
Supplemental Data
Net assets, end of period (in millions)	$ 1,310	$ 1,187	$ 1,102	$ 1,126	$ 1,051	$ 876
Portfolio turnover rate G	19% A	34%	31%	35%	114%	126%

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

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

^F 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.

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

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

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

Semiannual Report

Financial Highlights - Class B

	Six months ended May 31, 2013	Years ended November 30,
	(Unaudited)	2012	2011	2010	2009	2008
Selected Per-Share Data
Net asset value, beginning of period	$ 38.62	$ 33.31	$ 30.64	$ 25.01	$ 18.13	$ 40.28
Income from Investment Operations
Net investment income (loss) E	(.18)	(.39)	(.33)	(.21)	(.06)	(.26)
Net realized and unrealized gain (loss)	6.50	5.70	3.00	5.84	6.94	(21.89)
Total from investment operations	6.32	5.31	2.67	5.63	6.88	(22.15)
Net asset value, end of period	$ 44.94	$ 38.62	$ 33.31	$ 30.64	$ 25.01	$ 18.13
Total Return B, C, D	16.36%	15.94%	8.71%	22.51%	37.95%	(54.99)%
Ratios to Average Net Assets F, H
Expenses before reductions	2.03% A	2.07%	1.83%	1.66%	1.56%	1.83%
Expenses net of fee waivers, if any	2.03% A	2.05%	1.83%	1.66%	1.56%	1.83%
Expenses net of all reductions	2.02% A	2.05%	1.83%	1.65%	1.55%	1.82%
Net investment income (loss)	(.86)% A	(1.05)%	(.98)%	(.76)%	(.30)%	(.80)%
Supplemental Data
Net assets, end of period (in millions)	$ 12	$ 13	$ 14	$ 18	$ 21	$ 20
Portfolio turnover rate G	19% A	34%	31%	35%	114%	126%

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

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

^F Fees and expenses of 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.

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

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

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

Semiannual Report

Financial Highlights - Class C

	Six months ended May 31, 2013	Years ended November 30,
	(Unaudited)	2012	2011	2010	2009	2008
Selected Per-Share Data
Net asset value, beginning of period	$ 38.83	$ 33.48	$ 30.79	$ 25.14	$ 18.22	$ 40.47
Income from Investment Operations
Net investment income (loss) E	(.17)	(.38)	(.33)	(.21)	(.06)	(.26)
Net realized and unrealized gain (loss)	6.52	5.73	3.02	5.86	6.98	(21.99)
Total from investment operations	6.35	5.35	2.69	5.65	6.92	(22.25)
Net asset value, end of period	$ 45.18	$ 38.83	$ 33.48	$ 30.79	$ 25.14	$ 18.22
Total Return B, C, D	16.35%	15.98%	8.74%	22.47%	37.98%	(54.98)%
Ratios to Average Net Assets F, H
Expenses before reductions	1.98% A	2.04%	1.82%	1.65%	1.56%	1.83%
Expenses net of fee waivers, if any	1.98% A	2.03%	1.82%	1.65%	1.56%	1.83%
Expenses net of all reductions	1.97% A	2.02%	1.82%	1.65%	1.55%	1.83%
Net investment income (loss)	(.81)% A	(1.02)%	(.97)%	(.75)%	(.30)%	(.80)%
Supplemental Data
Net assets, end of period (in millions)	$ 104	$ 71	$ 47	$ 41	$ 37	$ 30
Portfolio turnover rate G	19% A	34%	31%	35%	114%	126%

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

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

^F Fees and expenses of 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.

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

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

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

Semiannual Report

Financial Highlights - Institutional Class

	Six months ended May 31, 2013	Years ended November 30,
	(Unaudited)	2012	2011	2010	2009	2008
Selected Per-Share Data
Net asset value, beginning of period	$ 42.94	$ 36.63	$ 33.33	$ 27.11	$ 19.43	$ 42.70
Income from Investment Operations
Net investment income (loss) D	.05	.01	.05	.10	.17	.12
Net realized and unrealized gain (loss)	7.24	6.30	3.25	6.33	7.51	(23.39)
Total from investment operations	7.29	6.31	3.30	6.43	7.68	(23.27)
Distributions from net investment income	-	-	-	(.19)	-	-
Distributions from net realized gain	-	-	-	(.02)	-	-
Total distributions	-	-	-	(.21)	-	-
Net asset value, end of period	$ 50.23	$ 42.94	$ 36.63	$ 33.33	$ 27.11	$ 19.43
Total Return B, C	16.98%	17.23%	9.90%	23.86%	39.53%	(54.50)%
Ratios to Average Net Assets E, G
Expenses before reductions	.93% A	.97%	.72%	.57%	.46%	.70%
Expenses net of fee waivers, if any	.93% A	.97%	.72%	.57%	.46%	.70%
Expenses net of all reductions	.93% A	.97%	.72%	.56%	.46%	.70%
Net investment income (loss)	.24% A	.04%	.13%	.33%	.79%	.33%
Supplemental Data
Net assets, end of period (in millions)	$ 623	$ 475	$ 215	$ 118	$ 26	$ 31
Portfolio turnover rate F	19% A	34%	31%	35%	114%	126%

^A Annualized

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

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

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

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

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

^G 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.

Semiannual Report

Notes to Financial Statements

For the period ended May 31, 2013 (Unaudited)

(Amounts in thousands except percentages)

1. Organization.

Fidelity Advisor® Growth Opportunities Fund (the Fund) is a fund of Fidelity Advisor Series I (the Trust) and is authorized to issue an unlimited number of shares. The Trust is registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end management investment company organized as a Massachusetts business trust. The Fund offers Class A, Class T, Class C and Institutional Class shares, each of which, along with Class B shares, has equal rights as to assets and voting privileges. Class B shares are closed to new accounts and additional purchases, except for exchanges and reinvestments. Each class has exclusive voting rights with respect to matters that affect that class. Class B shares will automatically convert to Class A shares after a holding period of seven years from the initial date of purchase.

2. Investments in Fidelity Central Funds.

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

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

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 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:

Semiannual Report

3. Significant Accounting Policies - continued

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

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

Level 1 - quoted prices in active markets for identical investments

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

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

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

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

For restricted equity securities and private placements where observable inputs are limited, assumptions about market activity and risk are used and these securities are generally categorized as Level 3 in the hierarchy.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except percentages)

3. Significant Accounting Policies - continued

Investment Valuation - continued

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

Changes in valuation techniques may result in transfers in or out of an assigned level within the disclosure hierarchy. The aggregate value of investments by input level, as of May 31, 2013, 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. Distributions received on securities that represent a return of capital or capital gain are recorded as a reduction of cost of investments and/or as a realized gain. Subsequent to ex-dividend date the Fund determines the components of these distributions, based upon receipt of tax filings or other correspondence relating to the underlying investment. Interest income and distributions from the Fidelity Central Funds are accrued as earned. Interest income includes coupon interest and amortization of premium and accretion of discount on debt securities. Investment income is recorded net of foreign taxes withheld where recovery of such taxes is uncertain.

Semiannual Report

3. Significant Accounting Policies - continued

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

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 income taxes is required.

The Fund files a U.S. federal tax return, in addition to state and local tax returns as required. A fund's federal income tax returns are subject to examination by the Internal Revenue Service (IRS) for a period of three fiscal years after they are filed. State and local tax returns may be subject to examination for an additional fiscal year depending on the jurisdiction. Foreign taxes are provided for based on the Fund's understanding of the tax rules and rates that exist in the foreign markets in which it invests.

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

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

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

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except percentages)

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

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

Gross unrealized appreciation	$ 846,106
Gross unrealized depreciation	(110,388)
Net unrealized appreciation (depreciation) on securities and other investments	$ 735,718
Tax cost	$ 1,833,103

Capital loss carryforwards are only available to offset future capital gains of the Fund to the extent provided by regulations and may be limited. Under the Regulated Investment Company Modernization Act of 2010 (the Act), the Fund is permitted to carry forward capital losses incurred in taxable years beginning after December 22, 2010 for an unlimited period and such capital losses are required to be used prior to any losses that expire. The capital loss carryforward information presented below, including any applicable limitation, is estimated as of fiscal period end and is subject to adjustment.

Fiscal year of expiration
2017	$ (413,255)

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

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

Semiannual Report

4. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $256,389 and $216,787, respectively.

5. Fees and Other Transactions with Affiliates.

Management Fee. FMR and its affiliates provide the Fund with investment management related services for which the Fund pays a monthly management fee. The management fee is the sum of an individual fund fee rate that is based on an annual rate of .30% of the Fund's average net assets and an annualized group fee rate that averaged .26% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by FMR. The group fee rate decreases as assets under management increase and increases as assets under management decrease. In addition, the management fee is subject to a performance adjustment (up to a maximum of ± .20% of the Fund's average net assets over a 36 month performance period). The upward or downward adjustment to the management fee is based on the investment performance of the asset-weighted return of all classes as compared to an appropriate benchmark index. For the period, the total annualized management fee rate, including the performance adjustment, was .69% of the Fund's average net assets.

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

	Distribution Fee	Service Fee	Total Fees	Retained by FDC
Class A	-%	.25%	$ 491	$ 5
Class T	.25%	.25%	3,085	1
Class B	.75%	.25%	63	48
Class C	.75%	.25%	420	134
			$ 4,059	$ 188

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.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except percentages)

5. Fees and Other Transactions with Affiliates - continued

Sales Load - continued

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

	Retained by FDC
Class A	$ 76
Class T	24
Class B*	4
Class C*	5
	$ 109

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

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

	Amount	% of Average Net Assets*
Class A	$ 517	.26
Class T	1,269	.21
Class B	19	.30
Class C	104	.25
Institutional Class	546	.20
	$ 2,455

* Annualized

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

Brokerage Commissions. The Fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of the investment adviser. Brokerage commissions are included in net realized gain (loss) and change in net unrealized appreciation (depreciation) in the Statement of Operations. The commissions paid to these affiliated firms were $6 for the period.

Semiannual Report

6. Committed Line of Credit.

The Fund participates with other funds managed by FMR or an affiliate in a $4.25 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro-rata portion of the line of credit, which amounted to $3 and is reflected in Miscellaneous expenses on the Statement of Operations. During the period, there were no borrowings on this line of credit.

7. Security Lending.

The Fund lends portfolio securities through a lending agent from time to time in order to earn additional income. For equity securities, a lending agent is used and may loan securities to certain qualified borrowers, including Fidelity Capital Markets (FCM), a broker-dealer affiliated with the Fund. On the settlement date of the loan, the Fund receives collateral (in the form of U.S. Treasury obligations, letters of credit and/or cash) against the loaned securities and maintains collateral in an amount not less than 100% of the market value of the loaned securities during the period of the loan. The market value of the loaned securities is determined at the close of business of the Fund and any additional required collateral is delivered to the Fund on the next business day. If the borrower defaults on its obligation to return the securities loaned because of insolvency or other reasons, the Fund may apply collateral received from the borrower against the obligation. The Fund may experience delays and costs in recovering the securities loaned. Any cash collateral received is invested in the Fidelity Securities Lending Cash Central Fund. The value of loaned securities and cash collateral at period end are disclosed on the Fund's Statement of Assets and Liabilities. The value of securities loaned to FCM at period end was $3,779. 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 $507, including $70 from securities loaned to FCM.

8. Expense Reductions.

Many of the brokers with whom FMR places trades on behalf of the Fund provided services to the Fund in addition to trade execution. These services included payments of certain expenses on behalf of the Fund totaling $77 for the period.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except percentages)

9. Share Transactions.

Transactions for each class of shares were as follows:

	Shares		Dollars
	Six months ended May 31, 2013	Year ended November 30, 2012	Six months ended May 31, 2013	Year ended November 30, 2012
Class A
Shares sold	1,418	3,450	$ 63,269	$ 139,006
Shares redeemed	(953)	(2,315)	(41,939)	(91,797)
Net increase (decrease)	465	1,135	$ 21,330	$ 47,209
Class T
Shares sold	1,346	3,463	$ 59,658	$ 139,248
Shares redeemed	(2,885)	(5,834)	(127,716)	(232,825)
Net increase (decrease)	(1,539)	(2,371)	$ (68,058)	$ (93,577)
Class B
Shares sold	8	58	$ 318	$ 2,241
Shares redeemed	(73)	(126)	(2,982)	(4,712)
Net increase (decrease)	(65)	(68)	$ (2,664)	$ (2,471)
Class C
Shares sold	659	834	$ 27,483	$ 31,589
Shares redeemed	(178)	(408)	(7,388)	(15,301)
Net increase (decrease)	481	426	$ 20,095	$ 16,288
Institutional Class
Shares sold	2,547	8,961	$ 115,530	$ 367,678
Shares redeemed	(1,199)	(3,778)	(55,338)	(152,130)
Net increase (decrease)	1,348	5,183	$ 60,192	$ 215,548

10. Other.

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

Semiannual Report

Investment Adviser

Fidelity Management & Research Company

Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

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

Fidelity Management & Research (Japan) Inc.

Fidelity Management & Research (Hong Kong) Limited

General Distributor

Fidelity Distributors Corporation

Smithfield, RI

Transfer and Service Agents

Fidelity Investments Institutional
Operations Company, Inc.

Boston, MA

Fidelity Service Company, Inc.

Boston, MA

Custodian

The Bank of New York Mellon

New York, NY

(Fidelity Investment logo)(registered trademark)

GO-USAN-0713
1.786793.110

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

Large Cap

Fund - Institutional Class

Semiannual Report

May 31, 2013

(Fidelity Cover Art)

Contents

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.

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.

All other marks appearing herein are registered or unregistered trademarks or service marks of FMR LLC or an affiliated company. © 2013 FMR LLC. All rights reserved.

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.

Semiannual Report

Shareholder Expense Example

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

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (December 1, 2012 to May 31, 2013).

Actual Expenses

The first line of the accompanying table for each class of the Fund provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000.00 (for example, an $8,600 account value divided by $1,000.00 = 8.6), then multiply the result by the number in the first line for a class of the Fund under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period. 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.

Semiannual Report

Shareholder Expense Example - continued

	Annualized Expense RatioB	Beginning Account Value December 1, 2012	Ending Account Value May 31, 2013	Expenses Paid During Period* December 1, 2012 to May 31, 2013
Class A	1.20%
Actual		$ 1,000.00	$ 1,205.70	$ 6.60
HypotheticalA		$ 1,000.00	$ 1,018.95	$ 6.04
Class T	1.45%
Actual		$ 1,000.00	$ 1,204.10	$ 7.97
HypotheticalA		$ 1,000.00	$ 1,017.70	$ 7.29
Class B	1.99%
Actual		$ 1,000.00	$ 1,201.10	$ 10.92
HypotheticalA		$ 1,000.00	$ 1,015.01	$ 10.00
Class C	1.95%
Actual		$ 1,000.00	$ 1,201.00	$ 10.70
HypotheticalA		$ 1,000.00	$ 1,015.21	$ 9.80
Institutional Class	.89%
Actual		$ 1,000.00	$ 1,207.60	$ 4.90
HypotheticalA		$ 1,000.00	$ 1,020.49	$ 4.48

^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 182/365 (to reflect the one-half year period).

Semiannual Report

Investment Changes (Unaudited)

Top Ten Stocks as of May 31, 2013
	% of fund's net assets	% of fund's net assets 6 months ago
JPMorgan Chase & Co.	3.8	3.9
Apple, Inc.	3.4	4.5
Wells Fargo & Co.	2.7	3.3
General Electric Co.	2.6	2.4
Chevron Corp.	2.4	2.7
Google, Inc. Class A	2.3	2.4
Microsoft Corp.	2.2	1.7
Citigroup, Inc.	2.1	1.6
Occidental Petroleum Corp.	1.9	0.9
Target Corp.	1.8	1.5
	25.2
Top Five Market Sectors as of May 31, 2013
	% of fund's net assets	% of fund's net assets 6 months ago
Financials	22.0	18.8
Information Technology	19.6	20.4
Health Care	15.8	15.0
Energy	12.8	12.1
Industrials	10.2	10.5

Asset Allocation (% of fund's net assets)
As of May 31, 2013*			As of November 30, 2012**
	Stocks 99.7%			Stocks 99.1%
	Convertible Securities 0.1%			Convertible Securities 0.0%†
	Short-Term Investments and Net Other Assets (Liabilities) 0.2%			Short-Term Investments and Net Other Assets (Liabilities) 0.9%
* Foreign investments		8.8%	** Foreign investments		8.0%

^† Amount represents less than 0.1%

Semiannual Report

Investments May 31, 2013 (Unaudited)

Showing Percentage of Net Assets

Common Stocks - 99.7%
	Shares		Value
CONSUMER DISCRETIONARY - 9.8%
Auto Components - 0.2%
Gentex Corp.	106,676		$ 2,439,680
Automobiles - 0.7%
Ford Motor Co.	455,740		7,146,003
Distributors - 0.3%
Li & Fung Ltd.	668,000		927,065
LKQ Corp. (a)	76,700		1,877,616
			2,804,681
Diversified Consumer Services - 0.1%
H&R Block, Inc.	37,452		1,096,220
Hotels, Restaurants & Leisure - 0.5%
Wyndham Worldwide Corp.	32,100		1,865,652
Yum! Brands, Inc.	44,500		3,014,875
			4,880,527
Household Durables - 0.3%
KB Home	159,614		3,537,046
Media - 3.4%
Comcast Corp. Class A (special) (non-vtg.)	455,387		17,669,016
Discovery Communications, Inc. (a)	18,277		1,441,324
Time Warner, Inc.	223,659		13,054,976
Viacom, Inc. Class B (non-vtg.)	52,291		3,445,454
			35,610,770
Multiline Retail - 1.9%
Kohl's Corp.	25,400		1,305,814
Target Corp.	277,952		19,317,664
			20,623,478
Specialty Retail - 2.3%
Bed Bath & Beyond, Inc. (a)	26,200		1,788,150
Citi Trends, Inc. (a)	99,333		1,315,169
Lowe's Companies, Inc.	375,079		15,794,577
Select Comfort Corp. (a)	104,506		2,318,988
Staples, Inc.	246,609		3,699,135
			24,916,019
Textiles, Apparel & Luxury Goods - 0.1%
Coach, Inc.	19,000		1,106,940
TOTAL CONSUMER DISCRETIONARY			104,161,364
Common Stocks - continued
	Shares		Value
CONSUMER STAPLES - 7.6%
Beverages - 1.6%
Monster Beverage Corp. (a)	24,060		$ 1,313,435
PepsiCo, Inc.	116,640		9,421,013
The Coca-Cola Co.	165,465		6,616,945
			17,351,393
Food & Staples Retailing - 1.8%
CVS Caremark Corp.	95,511		5,499,523
Walgreen Co.	286,280		13,672,733
			19,172,256
Food Products - 0.6%
Danone SA	37,103		2,736,265
Kellogg Co.	63,076		3,913,866
			6,650,131
Household Products - 2.3%
Kimberly-Clark Corp.	54,735		5,299,990
Procter & Gamble Co.	240,052		18,426,392
Svenska Cellulosa AB (SCA) (B Shares)	19,900		497,248
			24,223,630
Tobacco - 1.3%
British American Tobacco PLC sponsored ADR	63,294		6,947,782
Lorillard, Inc.	160,133		6,796,045
			13,743,827
TOTAL CONSUMER STAPLES			81,141,237
ENERGY - 12.7%
Energy Equipment & Services - 2.6%
Baker Hughes, Inc.	15,752		716,401
Cameron International Corp. (a)	54,745		3,332,328
Dresser-Rand Group, Inc. (a)	42,102		2,551,381
Ensco PLC Class A	37,550		2,259,384
Halliburton Co.	234,767		9,824,999
Helmerich & Payne, Inc.	37,130		2,292,406
National Oilwell Varco, Inc.	36,082		2,536,565
Schlumberger Ltd.	51,492		3,760,461
			27,273,925
Oil, Gas & Consumable Fuels - 10.1%
Amyris, Inc. (a)(d)	865,694		2,588,425
Apache Corp.	136,796		11,235,055
BG Group PLC	86,100		1,586,851
Common Stocks - continued
	Shares		Value
ENERGY - continued
Oil, Gas & Consumable Fuels - continued
BP PLC sponsored ADR	96,576		$ 4,144,076
Canadian Natural Resources Ltd.	322,100		9,600,087
Chevron Corp.	210,355		25,821,076
ENI SpA	42,900		975,611
Exxon Mobil Corp.	99,748		9,024,202
Occidental Petroleum Corp.	217,618		20,036,089
Peabody Energy Corp.	55,178		1,085,351
Royal Dutch Shell PLC Class A (United Kingdom)	188,850		6,285,097
Suncor Energy, Inc.	369,200		11,199,749
The Williams Companies, Inc.	123,575		4,347,369
			107,929,038
TOTAL ENERGY			135,202,963
FINANCIALS - 22.0%
Capital Markets - 3.4%
Charles Schwab Corp.	481,424		9,561,081
KKR & Co. LP	96,442		1,878,690
Morgan Stanley	591,103		15,309,568
Northern Trust Corp.	60,088		3,494,117
State Street Corp.	91,863		6,079,493
UBS AG	23,713		416,068
			36,739,017
Commercial Banks - 5.6%
BNP Paribas SA	11,300		665,696
CIT Group, Inc. (a)	95,105		4,382,438
Comerica, Inc.	102,374		4,042,749
PNC Financial Services Group, Inc.	80,880		5,794,243
Standard Chartered PLC (United Kingdom)	115,893		2,706,470
SunTrust Banks, Inc.	115,308		3,700,234
U.S. Bancorp	273,515		9,589,436
Wells Fargo & Co.	701,219		28,434,430
			59,315,696
Consumer Finance - 0.1%
SLM Corp.	43,455		1,031,622
Diversified Financial Services - 8.1%
Bank of America Corp.	1,389,050		18,974,423
Citigroup, Inc.	429,139		22,310,937
Common Stocks - continued
	Shares		Value
FINANCIALS - continued
Diversified Financial Services - continued
JPMorgan Chase & Co.	737,166		$ 40,241,888
KKR Financial Holdings LLC	427,184		4,493,976
			86,021,224
Insurance - 3.5%
American International Group, Inc. (a)	159,357		7,085,012
Genworth Financial, Inc. Class A (a)	453,151		4,898,562
Lincoln National Corp.	164,836		5,878,052
MetLife, Inc.	359,590		15,897,474
Prudential Financial, Inc.	43,366		2,990,953
			36,750,053
Thrifts & Mortgage Finance - 1.3%
MGIC Investment Corp. (a)	185,992		1,149,431
Radian Group, Inc. (d)	1,007,768		12,969,974
			14,119,405
TOTAL FINANCIALS			233,977,017
HEALTH CARE - 15.8%
Biotechnology - 2.5%
Achillion Pharmaceuticals, Inc. (a)	155,900		1,300,206
Amgen, Inc.	94,697		9,519,889
ARIAD Pharmaceuticals, Inc. (a)	32,695		599,626
Clovis Oncology, Inc. (a)	38,100		1,393,698
Discovery Laboratories, Inc. (a)	193,600		346,544
Dynavax Technologies Corp. (a)	174,138		454,500
Elan Corp. PLC sponsored ADR (a)	234,721		2,971,568
Gentium SpA sponsored ADR (a)(d)	185,750		1,558,443
Infinity Pharmaceuticals, Inc. (a)	68,053		1,834,028
Insmed, Inc. (a)	16,364		219,605
Intercept Pharmaceuticals, Inc.	19,331		646,429
MEI Pharma, Inc. (a)	231,600		1,945,440
Merrimack Pharmaceuticals, Inc. (a)	82,601		457,610
Neurocrine Biosciences, Inc. (a)	13,658		176,598
Synageva BioPharma Corp. (a)	43,214		1,781,281
Theravance, Inc. (a)	22,600		791,904
			25,997,369
Health Care Equipment & Supplies - 3.6%
Abbott Laboratories	64,025		2,347,797
Alere, Inc. (a)	589,431		15,077,645
Common Stocks - continued
	Shares		Value
HEALTH CARE - continued
Health Care Equipment & Supplies - continued
Align Technology, Inc. (a)	141,005		$ 5,040,929
Boston Scientific Corp. (a)	693,354		6,406,591
CareFusion Corp. (a)	56,567		2,078,837
Hologic, Inc. (a)	23,800		493,850
MAKO Surgical Corp. (a)	17,529		216,658
NxStage Medical, Inc. (a)	88,598		1,235,942
St. Jude Medical, Inc.	96,600		4,176,018
Stryker Corp.	11,800		783,402
Volcano Corp. (a)	41,344		789,670
			38,647,339
Health Care Providers & Services - 4.3%
Aetna, Inc.	122,834		7,416,717
Express Scripts Holding Co. (a)	52,005		3,230,551
Health Management Associates, Inc. Class A (a)	126,206		1,740,381
Humana, Inc.	14,300		1,155,154
McKesson Corp.	84,631		9,636,086
Quest Diagnostics, Inc.	62,455		3,862,217
UnitedHealth Group, Inc.	168,578		10,558,040
WellPoint, Inc.	108,245		8,331,618
			45,930,764
Health Care Technology - 0.1%
HMS Holdings Corp. (a)	23,100		575,190
Life Sciences Tools & Services - 0.6%
Illumina, Inc. (a)(d)	44,973		3,162,501
QIAGEN NV (a)	130,395		2,435,779
Thermo Fisher Scientific, Inc.	11,500		1,015,450
			6,613,730
Pharmaceuticals - 4.7%
AbbVie, Inc.	132,225		5,644,685
Actavis, Inc. (a)	15,191		1,872,898
Cardiome Pharma Corp. (a)	60,867		123,290
Endo Health Solutions, Inc. (a)	63,940		2,321,022
GlaxoSmithKline PLC sponsored ADR	120,589		6,242,893
Jazz Pharmaceuticals PLC (a)	24,107		1,638,553
Johnson & Johnson	95,013		7,998,194
Merck & Co., Inc.	375,611		17,541,034
Optimer Pharmaceuticals, Inc. (a)	38,200		568,416
Teva Pharmaceutical Industries Ltd. sponsored ADR	25,100		958,820
ViroPharma, Inc. (a)	128,100		3,522,750
Common Stocks - continued
	Shares		Value
HEALTH CARE - continued
Pharmaceuticals - continued
Warner Chilcott PLC	47,000		$ 902,400
XenoPort, Inc. (a)	72,087		396,479
			49,731,434
TOTAL HEALTH CARE			167,495,826
INDUSTRIALS - 10.2%
Aerospace & Defense - 2.2%
Esterline Technologies Corp. (a)	26,996		1,981,236
Honeywell International, Inc.	54,480		4,274,501
KEYW Holding Corp. (a)	135,382		1,996,885
Rockwell Collins, Inc.	59,115		3,827,696
The Boeing Co.	94,263		9,333,922
United Technologies Corp.	18,722		1,776,718
			23,190,958
Air Freight & Logistics - 1.2%
C.H. Robinson Worldwide, Inc.	42,858		2,429,620
United Parcel Service, Inc. Class B	121,425		10,430,408
			12,860,028
Electrical Equipment - 0.6%
AMETEK, Inc.	68,230		2,944,125
Hubbell, Inc. Class B	5,200		522,236
Roper Industries, Inc.	23,335		2,898,674
			6,365,035
Industrial Conglomerates - 2.6%
General Electric Co.	1,188,992		27,727,293
Machinery - 1.1%
Illinois Tool Works, Inc.	32,021		2,245,633
Ingersoll-Rand PLC	159,322		9,165,795
			11,411,428
Professional Services - 0.9%
Acacia Research Corp.	255,782		6,394,550
Michael Page International PLC	342,378		2,001,765
Verisk Analytics, Inc. (a)	20,100		1,182,282
			9,578,597
Road & Rail - 1.6%
Con-way, Inc.	63,294		2,406,438
CSX Corp.	324,414		8,178,477
Common Stocks - continued
	Shares		Value
INDUSTRIALS - continued
Road & Rail - continued
Hertz Global Holdings, Inc. (a)	97,200		$ 2,510,676
Norfolk Southern Corp.	58,658		4,492,616
			17,588,207
TOTAL INDUSTRIALS			108,721,546
INFORMATION TECHNOLOGY - 19.6%
Communications Equipment - 2.5%
Brocade Communications Systems, Inc. (a)	185,295		1,006,152
Cisco Systems, Inc.	760,839		18,321,003
QUALCOMM, Inc.	108,750		6,903,450
			26,230,605
Computers & Peripherals - 3.9%
Apple, Inc.	80,065		36,003,629
EMC Corp.	160,386		3,971,157
Stratasys Ltd. (a)	13,500		1,134,675
			41,109,461
Internet Software & Services - 2.4%
Demandware, Inc. (a)	48,074		1,471,545
Google, Inc. Class A (a)	27,776		24,176,508
			25,648,053
IT Services - 5.5%
Cognizant Technology Solutions Corp. Class A (a)	95,492		6,173,558
Fidelity National Information Services, Inc.	89,724		4,028,608
Gartner, Inc. Class A (a)	29,133		1,649,219
IBM Corp.	22,331		4,645,295
MasterCard, Inc. Class A	22,200		12,659,550
Paychex, Inc.	302,393		11,258,091
The Western Union Co.	253,662		4,154,984
Unisys Corp. (a)	129,262		2,669,260
Visa, Inc. Class A	62,430		11,121,280
			58,359,845
Semiconductors & Semiconductor Equipment - 1.2%
Applied Materials, Inc.	371,461		5,646,207
Broadcom Corp. Class A	39,934		1,434,030
Lam Research Corp. (a)	84,634		3,959,179
NXP Semiconductors NV (a)	58,627		1,808,643
			12,848,059
Common Stocks - continued
	Shares		Value
INFORMATION TECHNOLOGY - continued
Software - 4.1%
Adobe Systems, Inc. (a)	76,510		$ 3,283,044
Autodesk, Inc. (a)	39,800		1,501,654
Citrix Systems, Inc. (a)	37,196		2,393,563
Concur Technologies, Inc. (a)	34,224		2,762,904
Electronic Arts, Inc. (a)	102,209		2,349,785
Microsoft Corp.	664,745		23,186,306
Oracle Corp.	122,099		4,122,062
salesforce.com, Inc. (a)	42,600		1,803,258
VMware, Inc. Class A (a)	26,105		1,856,588
Workday, Inc. Class A	4,100		263,343
			43,522,507
TOTAL INFORMATION TECHNOLOGY			207,718,530
MATERIALS - 0.7%
Chemicals - 0.7%
Airgas, Inc.	30,548		3,143,084
E.I. du Pont de Nemours & Co.	45,488		2,537,776
Syngenta AG (Switzerland)	1,744		680,329
W.R. Grace & Co. (a)	15,897		1,343,455
			7,704,644
TELECOMMUNICATION SERVICES - 1.3%
Diversified Telecommunication Services - 1.0%
Verizon Communications, Inc.	219,597		10,646,063
Wireless Telecommunication Services - 0.3%
Vodafone Group PLC sponsored ADR	121,259		3,510,448
TOTAL TELECOMMUNICATION SERVICES			14,156,511
TOTAL COMMON STOCKS (Cost $838,775,413)		1,060,279,638

Convertible Bonds - 0.1%
	Principal Amount	Value
ENERGY - 0.1%
Oil, Gas & Consumable Fuels - 0.1%
Amyris, Inc. 3% 2/27/17 (Cost $605,000)	$ 605,000	$ 429,889

Money Market Funds - 1.9%
	Shares
Fidelity Cash Central Fund, 0.12% (b)	3,938,829		3,938,829
Fidelity Securities Lending Cash Central Fund, 0.12% (b)(c)	16,556,066		16,556,066
TOTAL MONEY MARKET FUNDS (Cost $20,494,895)		20,494,895
TOTAL INVESTMENT PORTFOLIO - 101.7% (Cost $859,875,308)			1,081,204,422
NET OTHER ASSETS (LIABILITIES) - (1.7)%			(17,685,149)
NET ASSETS - 100%		$ 1,063,519,273

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 are available on the SEC's website or upon request.

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

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

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	$ 3,017
Fidelity Securities Lending Cash Central Fund	111,550
Total	$ 114,567

Other Information

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

Valuation Inputs at Reporting Date:
Description	Total	Level 1	Level 2	Level 3
Investments in Securities:
Equities:
Consumer Discretionary	$ 104,161,364	$ 103,234,299	$ 927,065	$ -
Consumer Staples	81,141,237	81,141,237	-	-
Energy	135,202,963	127,942,255	7,260,708	-
Financials	233,977,017	233,560,949	416,068	-
Health Care	167,495,826	167,495,826	-	-
Industrials	108,721,546	108,721,546	-	-
Information Technology	207,718,530	207,718,530	-	-
Materials	7,704,644	7,024,315	680,329	-
Telecommunication Services	14,156,511	14,156,511	-	-
Corporate Bonds	429,889	-	429,889	-
Money Market Funds	20,494,895	20,494,895	-	-
Total Investments in Securities:	$ 1,081,204,422	$ 1,071,490,363	$ 9,714,059	$ -

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

Semiannual Report

Financial Statements

Statement of Assets and Liabilities

	May 31, 2013 (Unaudited)
Assets
Investment in securities, at value (including securities loaned of $15,726,398) - See accompanying schedule: Unaffiliated issuers (cost $839,380,413)	$ 1,060,709,527
Fidelity Central Funds (cost $20,494,895)	20,494,895
Total Investments (cost $859,875,308)		$ 1,081,204,422
Receivable for investments sold		6,609,035
Receivable for fund shares sold		882,440
Dividends receivable		1,937,243
Interest receivable		4,739
Distributions receivable from Fidelity Central Funds		24,870
Prepaid expenses		573
Other receivables		13,968
Total assets		1,090,677,290
Liabilities
Payable for investments purchased	$ 7,222,495
Payable for fund shares redeemed	2,395,369
Accrued management fee	619,822
Distribution and service plan fees payable	114,387
Other affiliated payables	208,792
Other payables and accrued expenses	41,086
Collateral on securities loaned, at value	16,556,066
Total liabilities		27,158,017
Net Assets		$ 1,063,519,273
Net Assets consist of:
Paid in capital		$ 712,238,745
Undistributed net investment income		4,199,945
Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions		125,751,232
Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies		221,329,351
Net Assets		$ 1,063,519,273

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

Semiannual Report

Statement of Assets and Liabilities - continued

	May 31, 2013 (Unaudited)
Calculation of Maximum Offering Price  Class A: Net Asset Value and redemption price per share ($148,289,623 ÷ 6,045,357 shares)		$ 24.53
Maximum offering price per share (100/94.25 of $24.53)		$ 26.03
Class T: Net Asset Value and redemption price per share ($92,652,966 ÷ 3,785,173 shares)		$ 24.48
Maximum offering price per share (100/96.50 of $24.48)		$ 25.37
Class B: Net Asset Value and offering price per share ($10,539,746 ÷ 458,531 shares)A		$ 22.99
Class C: Net Asset Value and offering price per share ($45,133,744 ÷ 1,976,530 shares)A		$ 22.83
Institutional Class: Net Asset Value, offering price and redemption price per share ($766,903,194 ÷ 30,325,481 shares)		$ 25.29

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

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

Semiannual Report

Financial Statements - continued

Statement of Operations

Six months ended May 31, 2013 (Unaudited)
Investment Income
Dividends		$ 9,870,438
Interest		9,075
Income from Fidelity Central Funds		114,567
Total income		9,994,080
Expenses
Management fee Basic fee	$ 2,787,739
Performance adjustment	409,945
Transfer agent fees	1,055,020
Distribution and service plan fees	601,840
Accounting and security lending fees	168,001
Custodian fees and expenses	38,410
Independent trustees' compensation	3,250
Registration fees	56,680
Audit	32,553
Legal	1,775
Interest	674
Miscellaneous	6,785
Total expenses before reductions	5,162,672
Expense reductions	(136,116)	5,026,556
Net investment income (loss)		4,967,524
Realized and Unrealized Gain (Loss) Net realized gain (loss) on:
Investment securities:
Unaffiliated issuers	45,163,958
Redemption in-kind with affiliated entities	91,575,604
Foreign currency transactions	(15,607)
Total net realized gain (loss)		136,723,955
Change in net unrealized appreciation (depreciation) on: Investment securities	45,155,094
Assets and liabilities in foreign currencies	(2,108)
Total change in net unrealized appreciation (depreciation)		45,152,986
Net gain (loss)		181,876,941
Net increase (decrease) in net assets resulting from operations		$ 186,844,465

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

Semiannual Report

Statement of Changes in Net Assets

	Six months ended May 31, 2013 (Unaudited)	Year ended November 30, 2012
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$ 4,967,524	$ 12,844,939
Net realized gain (loss)	136,723,955	43,445,666
Change in net unrealized appreciation (depreciation)	45,152,986	175,969,722
Net increase (decrease) in net assets resulting from operations	186,844,465	232,260,327
Distributions to shareholders from net investment income	(767,567)	(17,554,132)
Distributions to shareholders from net realized gain	(3,062,648)	(24,770,255)
Total distributions	(3,830,215)	(42,324,387)
Share transactions - net increase (decrease)	(429,830,261)	(103,985,044)
Total increase (decrease) in net assets	(246,816,011)	85,950,896
Net Assets
Beginning of period	1,310,335,284	1,224,384,388
End of period (including undistributed net investment income of $4,199,945 and distributions in excess of net investment income of $12, respectively)	$ 1,063,519,273	$ 1,310,335,284

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

Semiannual Report

Financial Highlights - Class A

	Six months ended May 31, 2013	Years ended November 30,
	(Unaudited)	2012	2011	2010	2009	2008
Selected Per-Share Data
Net asset value, beginning of period	$ 20.43	$ 17.57	$ 16.69	$ 15.19	$ 10.13	$ 20.95
Income from Investment Operations
Net investment income (loss) E	.09	.15	.09	.05	.06	.11
Net realized and unrealized gain (loss)	4.10	3.30	.87	1.52	5.08	(9.79)
Total from investment operations	4.19	3.45	.96	1.57	5.14	(9.68)
Distributions from net investment income	(.02)	(.18)	(.06)	(.07)	(.08)	(.06)
Distributions from net realized gain	(.07)	(.41)	(.02)	-	-	(1.08)
Total distributions	(.09)	(.59)	(.08)	(.07)	(.08)	(1.14)
Net asset value, end of period	$ 24.53	$ 20.43	$ 17.57	$ 16.69	$ 15.19	$ 10.13
Total Return B, C, D	20.57%	19.69%	5.73%	10.36%	51.10%	(48.83)%
Ratios to Average Net Assets F, H
Expenses before reductions	1.20% A	1.25%	1.29%	1.22%	1.16%	1.12%
Expenses net of fee waivers, if any	1.20% A	1.25%	1.29%	1.22%	1.16%	1.12%
Expenses net of all reductions	1.18% A	1.24%	1.28%	1.21%	1.15%	1.11%
Net investment income (loss)	.81% A	.76%	.49%	.31%	.49%	.65%
Supplemental Data
Net assets, end of period (000 omitted)	$ 148,290	$ 123,303	$ 103,670	$ 116,837	$ 112,450	$ 85,997
Portfolio turnover rate G	59% A	59%	83%	146%	185%	141%

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

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

^F 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.

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

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

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

Semiannual Report

Financial Highlights - Class T

	Six months ended May 31, 2013	Years ended November 30,
	(Unaudited)	2012	2011	2010	2009	2008
Selected Per-Share Data
Net asset value, beginning of period	$ 20.41	$ 17.51	$ 16.63	$ 15.14	$ 10.07	$ 20.80
Income from Investment Operations
Net investment income (loss) E	.06	.10	.04	.01	.03	.07
Net realized and unrealized gain (loss)	4.09	3.29	.87	1.52	5.06	(9.74)
Total from investment operations	4.15	3.39	.91	1.53	5.09	(9.67)
Distributions from net investment income	(.01)	(.10)	- I	(.04)	(.02)	-
Distributions from net realized gain	(.07)	(.39)	(.02)	-	-	(1.06)
Total distributions	(.08)	(.49)	(.03) J	(.04)	(.02)	(1.06)
Net asset value, end of period	$ 24.48	$ 20.41	$ 17.51	$ 16.63	$ 15.14	$ 10.07
Total Return B, C, D	20.41%	19.39%	5.44%	10.09%	50.71%	(48.96)%
Ratios to Average Net Assets F, H
Expenses before reductions	1.45% A	1.49%	1.54%	1.47%	1.42%	1.38%
Expenses net of fee waivers, if any	1.45% A	1.49%	1.54%	1.47%	1.42%	1.38%
Expenses net of all reductions	1.43% A	1.49%	1.53%	1.47%	1.41%	1.37%
Net investment income (loss)	.56% A	.52%	.24%	.06%	.23%	.40%
Supplemental Data
Net assets, end of period (000 omitted)	$ 92,653	$ 76,151	$ 69,678	$ 76,373	$ 87,009	$ 67,701
Portfolio turnover rate G	59% A	59%	83%	146%	185%	141%

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

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

^F 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.

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

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

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

^J Total distributions of $.03 per share is comprised of distributions from net investment income of $.004 and distributions from net realized gain of $.021 per share.

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

Semiannual Report

Financial Highlights - Class B

	Six months ended May 31, 2013	Years ended November 30,
	(Unaudited)	2012	2011	2010	2009	2008
Selected Per-Share Data
Net asset value, beginning of period	$ 19.21	$ 16.49	$ 15.72	$ 14.35	$ 9.57	$ 19.77
Income from Investment Operations
Net investment income (loss) E	- I	- I	(.05)	(.07)	(.03)	(.02)
Net realized and unrealized gain (loss)	3.85	3.10	.82	1.44	4.81	(9.26)
Total from investment operations	3.85	3.10	.77	1.37	4.78	(9.28)
Distributions from net realized gain	(.07)	(.38)	-	-	-	(.92)
Net asset value, end of period	$ 22.99	$ 19.21	$ 16.49	$ 15.72	$ 14.35	$ 9.57
Total Return B, C, D	20.11%	18.77%	4.90%	9.55%	49.95%	(49.20)%
Ratios to Average Net Assets F, H
Expenses before reductions	1.99% A	2.02%	2.04%	1.98%	1.91%	1.88%
Expenses net of fee waivers, if any	1.99% A	2.02%	2.04%	1.98%	1.91%	1.88%
Expenses net of all reductions	1.97% A	2.01%	2.04%	1.97%	1.90%	1.87%
Net investment income (loss)	.02% A	(.01)%	(.26)%	(.45)%	(.26)%	(.10)%
Supplemental Data
Net assets, end of period (000 omitted)	$ 10,540	$ 10,535	$ 12,839	$ 17,535	$ 21,907	$ 19,561
Portfolio turnover rate G	59% A	59%	83%	146%	185%	141%

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

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

^F Fees and expenses of 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.

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

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

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

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

Semiannual Report

Financial Highlights - Class C

	Six months ended May 31, 2013	Years ended November 30,
	(Unaudited)	2012	2011	2010	2009	2008
Selected Per-Share Data
Net asset value, beginning of period	$ 19.08	$ 16.41	$ 15.65	$ 14.28	$ 9.53	$ 19.73
Income from Investment Operations
Net investment income (loss) E	.01	- I	(.04)	(.07)	(.03)	(.02)
Net realized and unrealized gain (loss)	3.81	3.09	.80	1.44	4.78	(9.21)
Total from investment operations	3.82	3.09	.76	1.37	4.75	(9.23)
Distributions from net investment income	- I	(.03)	-	-	-	-
Distributions from net realized gain	(.07)	(.39)	-	-	-	(.97)
Total distributions	(.07)	(.42)	-	-	-	(.97)
Net asset value, end of period	$ 22.83	$ 19.08	$ 16.41	$ 15.65	$ 14.28	$ 9.53
Total Return B, C, D	20.10%	18.83%	4.86%	9.59%	49.84%	(49.17)%
Ratios to Average Net Assets F, H
Expenses before reductions	1.95% A	2.00%	2.03%	1.97%	1.91%	1.87%
Expenses net of fee waivers, if any	1.95% A	2.00%	2.03%	1.97%	1.91%	1.87%
Expenses net of all reductions	1.92% A	1.99%	2.03%	1.96%	1.90%	1.86%
Net investment income (loss)	.07% A	.01%	(.25)%	(.44)%	(.26)%	(.10)%
Supplemental Data
Net assets, end of period (000 omitted)	$ 45,134	$ 28,856	$ 24,197	$ 25,162	$ 24,650	$ 25,421
Portfolio turnover rate G	59% A	59%	83%	146%	185%	141%

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

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

^F Fees and expenses of 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.

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

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

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

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

Semiannual Report

Financial Highlights - Institutional Class

	Six months ended May 31, 2013	Years ended November 30,
	(Unaudited)	2012	2011	2010	2009	2008
Selected Per-Share Data
Net asset value, beginning of period	$ 21.03	$ 18.13	$ 17.22	$ 15.65	$ 10.48	$ 21.62
Income from InvestmentOperations
Net investment income (loss) D	.13	.22	.15	.11	.10	.16
Net realized and unrealized gain (loss)	4.22	3.40	.89	1.57	5.22	(10.10)
Total from investment operations	4.35	3.62	1.04	1.68	5.32	(9.94)
Distributions from net investment income	(.02)	(.31)	(.11)	(.11)	(.15)	(.12)
Distributions from net realized gain	(.07)	(.41)	(.02)	-	-	(1.08)
Total distributions	(.09)	(.72)	(.13)	(.11)	(.15)	(1.20)
Net asset value, end of period	$ 25.29	$ 21.03	$ 18.13	$ 17.22	$ 15.65	$ 10.48
Total Return B, C	20.76%	20.10%	6.03%	10.78%	51.54%	(48.66)%
Ratios to Average Net Assets E, G
Expenses before reductions	.89% A	.91%	.95%	.88%	.84%	.80%
Expenses net of fee waivers, if any	.89% A	.91%	.95%	.88%	.84%	.80%
Expenses net of all reductions	.86% A	.91%	.94%	.87%	.83%	.79%
Net investment income (loss)	1.13% A	1.10%	.83%	.65%	.82%	.98%
Supplemental Data
Net assets, end of period (000 omitted)	$ 766,903	$ 1,071,491	$ 1,013,999	$ 876,299	$ 924,675	$ 637,400
Portfolio turnover rate F	59% A	59%	83%	146%	185%	141%

^A Annualized

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

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

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

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

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

^G 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.

Semiannual Report

Notes to Financial Statements

For the period ended May 31, 2013 (Unaudited)

1. Organization.

Fidelity Advisor® Large Cap Fund (the Fund) is a fund of Fidelity Advisor Series I (the Trust) and is authorized to issue an unlimited number of shares. The Trust is registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end management investment company organized as a Massachusetts business trust. The Fund offers Class A, Class T, Class C, and Institutional Class shares, each of which, along with Class B shares, has equal rights as to assets and voting privileges. Class B shares are closed to new accounts and additional purchases, except for exchanges and reinvestments. Each class has exclusive voting rights with respect to matters that affect that class. Class B shares will automatically convert to Class A shares after a holding period of seven years from the initial date of purchase.

2. Investments in Fidelity Central Funds.

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

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

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 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

Semiannual Report

3. Significant Accounting Policies - continued

Investment Valuation - continued

approved by the Board of Trustees (the Board), the Fund attempts to obtain prices from one or more third party pricing vendors or brokers to value its investments. When current market prices, quotations or currency exchange rates are not readily available or reliable, investments will be fair valued in good faith by the FMR Fair Value Committee (the Committee), in accordance with procedures adopted by the Board. Factors used in determining fair value vary by investment type and may include market or investment specific events, 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:

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

Debt securities, including restricted securities, are valued based on evaluated prices received from third party pricing vendors or from brokers who make markets in such securities. For corporate bonds, pricing vendors utilize matrix pricing which considers yield or price of bonds of comparable quality, coupon, maturity and type as well as broker-supplied prices. When independent prices are unavailable or unreliable, debt

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

3. Significant Accounting Policies - continued

Investment Valuation - continued

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.

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 May 31, 2013, 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. 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

Semiannual Report

3. Significant Accounting Policies - continued

Investment Transactions and Income - continued

other correspondence relating to the underlying investment. Interest income and distributions from the Fidelity Central Funds are accrued as earned. Interest income includes coupon interest and amortization of premium and accretion of discount on debt securities. Investment income is recorded net of foreign taxes withheld where recovery of such taxes is uncertain.

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

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

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

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

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

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

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

Gross unrealized appreciation	$ 239,937,141
Gross unrealized depreciation	(23,600,011)
Net unrealized appreciation (depreciation) on securities and other investments	$ 216,337,130
Tax cost	$ 864,867,292

4. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $304,737,196 and $723,623,057, respectively.

5. Fees and Other Transactions with Affiliates.

Management Fee. FMR and its affiliates provide the Fund with investment management related services for which the Fund pays a monthly management fee. The management fee is the sum of an individual fund fee rate that is based on an annual rate of .30% of the Fund's average net assets and an annualized group fee rate that averaged .26% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by FMR. The group fee rate decreases as assets under management increase and increases as assets under management decrease. In addition, the management fee is subject to a performance adjustment (up to a maximum of ± .20% of the Fund's average net assets over a 36 month performance period). The upward or downward adjustment to the management fee is based on the relative investment performance of the Institutional Class of the Fund as compared to an appropriate benchmark index. For the period, the total annualized management fee rate, including the performance adjustment, was .64% of the Fund's average net assets.

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

Semiannual Report

5. Fees and Other Transactions with Affiliates - continued

Distribution and Service Plan Fees - continued

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%	$ 170,821	$ 1,037
Class T	.25%	.25%	207,976	371
Class B	.75%	.25%	52,011	39,374
Class C	.75%	.25%	171,032	24,850
			$ 601,840	$ 65,632

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	$ 29,036
Class T	7,402
Class B*	5,048
Class C*	3,000
	$ 44,486

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

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

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

5. Fees and Other Transactions with Affiliates - continued

Transfer Agent Fees - continued

shareholder reports, except proxy statements. For the period, transfer agent fees for each class were as follows:

	Amount	% of Average Net Assets*
Class A	$ 175,413	.26
Class T	106,993	.26
Class B	15,414	.30
Class C	43,585	.25
Institutional Class	713,615	.19
	$ 1,055,020

* Annualized

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

Brokerage Commissions. The Fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of the investment adviser. Brokerage commissions are included in net realized gain (loss) and change in net unrealized appreciation (depreciation) in the Statement of Operations. The commissions paid to these affiliated firms were $16,988 for the period.

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

Borrower or Lender	Average Loan Balance	Weighted Average Interest Rate	Interest Expense
Borrower	$ 6,041,250	.33%	$ 674

Redemptions In-Kind. During the period, 20,043,896 shares of the Fund held by affiliated entities were redeemed for cash and securities with a value of $422,926,209. The net realized gain of $91,575,604 on securities delivered through in-kind redemptions

Semiannual Report

5. Fees and Other Transactions with Affiliates - continued

Redemptions In-Kind - continued

is included in the accompanying Statement of Operations. The amount of in-kind redemptions is included in share transactions in the accompanying Statement of Changes in Net Assets as well as Note 10: Share Transactions. The Fund recognized no gain or loss for federal income tax purposes.

6. Committed Line of Credit.

The Fund participates with other funds managed by FMR or an affiliate in a $4.25 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro-rata portion of the line of credit, which amounted to $1,427 and is reflected in Miscellaneous expenses on the Statement of Operations. During the period, there were no borrowings on this line of credit.

7. Security Lending.

The Fund lends portfolio securities through a lending agent from time to time in order to earn additional income. For equity securities, a lending agent is used and may loan securities to certain qualified borrowers, including Fidelity Capital Markets (FCM), a broker-dealer affiliated with the Fund. On the settlement date of the loan, the Fund receives collateral (in the form of U.S. Treasury obligations, letters of credit and/or cash) against the loaned securities and maintains collateral in an amount not less than 100% of the market value of the loaned securities during the period of the loan. The market value of the loaned securities is determined at the close of business of the Fund and any additional required collateral is delivered to the Fund on the next business day. If the borrower defaults on its obligation to return the securities loaned because of insolvency or other reasons, the Fund may apply collateral received from the borrower against the obligation. The Fund may experience delays and costs in recovering the securities loaned. Any cash collateral received is invested in the Fidelity Securities Lending Cash Central Fund. The value of loaned securities and cash collateral at period end are disclosed on the Fund's Statement of Assets and Liabilities. 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 $111,550, including $2,044 from securities loaned to FCM.

8. Expense Reductions.

Many of the brokers with whom FMR places trades on behalf of the Fund provided services to the Fund in addition to trade execution. These services included payments of

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

8. Expense Reductions - continued

certain expenses on behalf of the Fund totaling $136,090 for the period. In addition, through arrangements with the Fund's custodian, credits realized as a result of uninvested cash balances were used to reduce the Fund's expenses. During the period, these credits reduced the Fund's custody expenses by $26.

9. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

	Six months ended May 31, 2013	Year ended November 30, 2012
From net investment income
Class A	$ 97,380	$ 1,078,226
Class T	40,120	375,579
Class C	2,988	48,918
Institutional Class	627,079	16,051,409
Total	$ 767,567	$ 17,554,132
From net realized gain
Class A	$ 432,999	$ 2,386,881
Class T	258,270	1,426,914
Class B	37,356	202,398
Class C	107,120	573,674
Institutional Class	2,226,903	20,180,388
Total	$ 3,062,648	$ 24,770,255

10. Share Transactions.

Transactions for each class of shares were as follows:

	Shares		Dollars
	Six months ended May 31, 2013	Year ended November 30, 2012	Six months ended May 31, 2013	Year ended November 30, 2012
Class A
Shares sold	929,491	1,413,103	$ 20,768,215	$ 27,688,034
Reinvestment of distributions	23,308	159,026	490,518	3,196,230
Shares redeemed	(943,504)	(1,437,321)	(21,264,164)	(28,289,639)
Net increase (decrease)	9,295	134,808	$ (5,431)	$ 2,594,625
Class T
Shares sold	494,521	701,433	$ 11,055,194	$ 13,951,718
Reinvestment of distributions	13,925	86,842	292,962	1,767,817
Shares redeemed	(455,162)	(1,036,832)	(9,919,645)	(20,267,280)
Net increase (decrease)	53,284	(248,557)	$ 1,428,511	$ (4,547,745)

Semiannual Report

10. Share Transactions - continued

	Shares		Dollars
	Six months ended May 31, 2013	Year ended November 30, 2012	Six months ended May 31, 2013	Year ended November 30, 2012
Class B
Shares sold	17,683	12,858	$ 395,129	$ 235,820
Reinvestment of distributions	1,700	9,445	33,725	181,350
Shares redeemed	(109,351)	(252,591)	(2,280,270)	(4,660,207)
Net increase (decrease)	(89,968)	(230,288)	$ (1,851,416)	$ (4,243,037)
Class C
Shares sold	619,698	342,265	$ 13,128,886	$ 6,287,339
Reinvestment of distributions	5,033	29,148	99,148	555,861
Shares redeemed	(160,621)	(333,164)	(3,333,522)	(6,136,206)
Net increase (decrease)	464,110	38,249	$ 9,894,512	$ 706,994
Institutional Class
Shares sold	2,876,868	8,141,510	$ 65,116,596	$ 164,428,797
Reinvestment of distributions	130,311	1,775,271	2,822,578	36,037,728
Shares redeemed	(23,635,711)A	(14,893,473)	(507,235,611)A	(298,962,406)
Net increase (decrease)	(20,628,532)	(4,976,692)	$ (439,296,437)	$ (98,495,881)

^A Amount includes in-kind redemptions (see Note 5: Redemptions In-Kind)

11. Other.

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

At the end of the period, the Fidelity Advisor Freedom Funds were the owners of record, in the aggregate, of approximately 54% of the total outstanding shares of the Fund.

Semiannual Report

Investment Adviser

Fidelity Management & Research Company

Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

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

Fidelity Management & Research (Japan) Inc.

Fidelity Management & Research (Hong Kong) Limited

General Distributor

Fidelity Distributors Corporation

Smithfield, RI

Transfer and Service Agents

Fidelity Investments Institutional
Operations Company, Inc.

Boston, MA

Fidelity Service Company, Inc.

Boston, MA

Custodian

Brown Brothers Harriman & Co.

Boston, MA

(Fidelity Investment logo)(registered trademark)

LCI-USAN-0713
1.786796.110

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

Large Cap

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

Semiannual Report

May 31, 2013

(Fidelity Cover Art)

Contents

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.

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.

All other marks appearing herein are registered or unregistered trademarks or service marks of FMR LLC or an affiliated company. © 2013 FMR LLC. All rights reserved.

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.

Semiannual Report

Shareholder Expense Example

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

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (December 1, 2012 to May 31, 2013).

Actual Expenses

The first line of the accompanying table for each class of the Fund provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000.00 (for example, an $8,600 account value divided by $1,000.00 = 8.6), then multiply the result by the number in the first line for a class of the Fund under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period. 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.

Semiannual Report

Shareholder Expense Example - continued

	Annualized Expense RatioB	Beginning Account Value December 1, 2012	Ending Account Value May 31, 2013	Expenses Paid During Period* December 1, 2012 to May 31, 2013
Class A	1.20%
Actual		$ 1,000.00	$ 1,205.70	$ 6.60
HypotheticalA		$ 1,000.00	$ 1,018.95	$ 6.04
Class T	1.45%
Actual		$ 1,000.00	$ 1,204.10	$ 7.97
HypotheticalA		$ 1,000.00	$ 1,017.70	$ 7.29
Class B	1.99%
Actual		$ 1,000.00	$ 1,201.10	$ 10.92
HypotheticalA		$ 1,000.00	$ 1,015.01	$ 10.00
Class C	1.95%
Actual		$ 1,000.00	$ 1,201.00	$ 10.70
HypotheticalA		$ 1,000.00	$ 1,015.21	$ 9.80
Institutional Class	.89%
Actual		$ 1,000.00	$ 1,207.60	$ 4.90
HypotheticalA		$ 1,000.00	$ 1,020.49	$ 4.48

^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 182/365 (to reflect the one-half year period).

Semiannual Report

Investment Changes (Unaudited)

Top Ten Stocks as of May 31, 2013
	% of fund's net assets	% of fund's net assets 6 months ago
JPMorgan Chase & Co.	3.8	3.9
Apple, Inc.	3.4	4.5
Wells Fargo & Co.	2.7	3.3
General Electric Co.	2.6	2.4
Chevron Corp.	2.4	2.7
Google, Inc. Class A	2.3	2.4
Microsoft Corp.	2.2	1.7
Citigroup, Inc.	2.1	1.6
Occidental Petroleum Corp.	1.9	0.9
Target Corp.	1.8	1.5
	25.2
Top Five Market Sectors as of May 31, 2013
	% of fund's net assets	% of fund's net assets 6 months ago
Financials	22.0	18.8
Information Technology	19.6	20.4
Health Care	15.8	15.0
Energy	12.8	12.1
Industrials	10.2	10.5

Asset Allocation (% of fund's net assets)
As of May 31, 2013*			As of November 30, 2012**
	Stocks 99.7%			Stocks 99.1%
	Convertible Securities 0.1%			Convertible Securities 0.0%†
	Short-Term Investments and Net Other Assets (Liabilities) 0.2%			Short-Term Investments and Net Other Assets (Liabilities) 0.9%
* Foreign investments		8.8%	** Foreign investments		8.0%

^† Amount represents less than 0.1%

Semiannual Report

Investments May 31, 2013 (Unaudited)

Showing Percentage of Net Assets

Common Stocks - 99.7%
	Shares		Value
CONSUMER DISCRETIONARY - 9.8%
Auto Components - 0.2%
Gentex Corp.	106,676		$ 2,439,680
Automobiles - 0.7%
Ford Motor Co.	455,740		7,146,003
Distributors - 0.3%
Li & Fung Ltd.	668,000		927,065
LKQ Corp. (a)	76,700		1,877,616
			2,804,681
Diversified Consumer Services - 0.1%
H&R Block, Inc.	37,452		1,096,220
Hotels, Restaurants & Leisure - 0.5%
Wyndham Worldwide Corp.	32,100		1,865,652
Yum! Brands, Inc.	44,500		3,014,875
			4,880,527
Household Durables - 0.3%
KB Home	159,614		3,537,046
Media - 3.4%
Comcast Corp. Class A (special) (non-vtg.)	455,387		17,669,016
Discovery Communications, Inc. (a)	18,277		1,441,324
Time Warner, Inc.	223,659		13,054,976
Viacom, Inc. Class B (non-vtg.)	52,291		3,445,454
			35,610,770
Multiline Retail - 1.9%
Kohl's Corp.	25,400		1,305,814
Target Corp.	277,952		19,317,664
			20,623,478
Specialty Retail - 2.3%
Bed Bath & Beyond, Inc. (a)	26,200		1,788,150
Citi Trends, Inc. (a)	99,333		1,315,169
Lowe's Companies, Inc.	375,079		15,794,577
Select Comfort Corp. (a)	104,506		2,318,988
Staples, Inc.	246,609		3,699,135
			24,916,019
Textiles, Apparel & Luxury Goods - 0.1%
Coach, Inc.	19,000		1,106,940
TOTAL CONSUMER DISCRETIONARY			104,161,364
Common Stocks - continued
	Shares		Value
CONSUMER STAPLES - 7.6%
Beverages - 1.6%
Monster Beverage Corp. (a)	24,060		$ 1,313,435
PepsiCo, Inc.	116,640		9,421,013
The Coca-Cola Co.	165,465		6,616,945
			17,351,393
Food & Staples Retailing - 1.8%
CVS Caremark Corp.	95,511		5,499,523
Walgreen Co.	286,280		13,672,733
			19,172,256
Food Products - 0.6%
Danone SA	37,103		2,736,265
Kellogg Co.	63,076		3,913,866
			6,650,131
Household Products - 2.3%
Kimberly-Clark Corp.	54,735		5,299,990
Procter & Gamble Co.	240,052		18,426,392
Svenska Cellulosa AB (SCA) (B Shares)	19,900		497,248
			24,223,630
Tobacco - 1.3%
British American Tobacco PLC sponsored ADR	63,294		6,947,782
Lorillard, Inc.	160,133		6,796,045
			13,743,827
TOTAL CONSUMER STAPLES			81,141,237
ENERGY - 12.7%
Energy Equipment & Services - 2.6%
Baker Hughes, Inc.	15,752		716,401
Cameron International Corp. (a)	54,745		3,332,328
Dresser-Rand Group, Inc. (a)	42,102		2,551,381
Ensco PLC Class A	37,550		2,259,384
Halliburton Co.	234,767		9,824,999
Helmerich & Payne, Inc.	37,130		2,292,406
National Oilwell Varco, Inc.	36,082		2,536,565
Schlumberger Ltd.	51,492		3,760,461
			27,273,925
Oil, Gas & Consumable Fuels - 10.1%
Amyris, Inc. (a)(d)	865,694		2,588,425
Apache Corp.	136,796		11,235,055
BG Group PLC	86,100		1,586,851
Common Stocks - continued
	Shares		Value
ENERGY - continued
Oil, Gas & Consumable Fuels - continued
BP PLC sponsored ADR	96,576		$ 4,144,076
Canadian Natural Resources Ltd.	322,100		9,600,087
Chevron Corp.	210,355		25,821,076
ENI SpA	42,900		975,611
Exxon Mobil Corp.	99,748		9,024,202
Occidental Petroleum Corp.	217,618		20,036,089
Peabody Energy Corp.	55,178		1,085,351
Royal Dutch Shell PLC Class A (United Kingdom)	188,850		6,285,097
Suncor Energy, Inc.	369,200		11,199,749
The Williams Companies, Inc.	123,575		4,347,369
			107,929,038
TOTAL ENERGY			135,202,963
FINANCIALS - 22.0%
Capital Markets - 3.4%
Charles Schwab Corp.	481,424		9,561,081
KKR & Co. LP	96,442		1,878,690
Morgan Stanley	591,103		15,309,568
Northern Trust Corp.	60,088		3,494,117
State Street Corp.	91,863		6,079,493
UBS AG	23,713		416,068
			36,739,017
Commercial Banks - 5.6%
BNP Paribas SA	11,300		665,696
CIT Group, Inc. (a)	95,105		4,382,438
Comerica, Inc.	102,374		4,042,749
PNC Financial Services Group, Inc.	80,880		5,794,243
Standard Chartered PLC (United Kingdom)	115,893		2,706,470
SunTrust Banks, Inc.	115,308		3,700,234
U.S. Bancorp	273,515		9,589,436
Wells Fargo & Co.	701,219		28,434,430
			59,315,696
Consumer Finance - 0.1%
SLM Corp.	43,455		1,031,622
Diversified Financial Services - 8.1%
Bank of America Corp.	1,389,050		18,974,423
Citigroup, Inc.	429,139		22,310,937
Common Stocks - continued
	Shares		Value
FINANCIALS - continued
Diversified Financial Services - continued
JPMorgan Chase & Co.	737,166		$ 40,241,888
KKR Financial Holdings LLC	427,184		4,493,976
			86,021,224
Insurance - 3.5%
American International Group, Inc. (a)	159,357		7,085,012
Genworth Financial, Inc. Class A (a)	453,151		4,898,562
Lincoln National Corp.	164,836		5,878,052
MetLife, Inc.	359,590		15,897,474
Prudential Financial, Inc.	43,366		2,990,953
			36,750,053
Thrifts & Mortgage Finance - 1.3%
MGIC Investment Corp. (a)	185,992		1,149,431
Radian Group, Inc. (d)	1,007,768		12,969,974
			14,119,405
TOTAL FINANCIALS			233,977,017
HEALTH CARE - 15.8%
Biotechnology - 2.5%
Achillion Pharmaceuticals, Inc. (a)	155,900		1,300,206
Amgen, Inc.	94,697		9,519,889
ARIAD Pharmaceuticals, Inc. (a)	32,695		599,626
Clovis Oncology, Inc. (a)	38,100		1,393,698
Discovery Laboratories, Inc. (a)	193,600		346,544
Dynavax Technologies Corp. (a)	174,138		454,500
Elan Corp. PLC sponsored ADR (a)	234,721		2,971,568
Gentium SpA sponsored ADR (a)(d)	185,750		1,558,443
Infinity Pharmaceuticals, Inc. (a)	68,053		1,834,028
Insmed, Inc. (a)	16,364		219,605
Intercept Pharmaceuticals, Inc.	19,331		646,429
MEI Pharma, Inc. (a)	231,600		1,945,440
Merrimack Pharmaceuticals, Inc. (a)	82,601		457,610
Neurocrine Biosciences, Inc. (a)	13,658		176,598
Synageva BioPharma Corp. (a)	43,214		1,781,281
Theravance, Inc. (a)	22,600		791,904
			25,997,369
Health Care Equipment & Supplies - 3.6%
Abbott Laboratories	64,025		2,347,797
Alere, Inc. (a)	589,431		15,077,645
Common Stocks - continued
	Shares		Value
HEALTH CARE - continued
Health Care Equipment & Supplies - continued
Align Technology, Inc. (a)	141,005		$ 5,040,929
Boston Scientific Corp. (a)	693,354		6,406,591
CareFusion Corp. (a)	56,567		2,078,837
Hologic, Inc. (a)	23,800		493,850
MAKO Surgical Corp. (a)	17,529		216,658
NxStage Medical, Inc. (a)	88,598		1,235,942
St. Jude Medical, Inc.	96,600		4,176,018
Stryker Corp.	11,800		783,402
Volcano Corp. (a)	41,344		789,670
			38,647,339
Health Care Providers & Services - 4.3%
Aetna, Inc.	122,834		7,416,717
Express Scripts Holding Co. (a)	52,005		3,230,551
Health Management Associates, Inc. Class A (a)	126,206		1,740,381
Humana, Inc.	14,300		1,155,154
McKesson Corp.	84,631		9,636,086
Quest Diagnostics, Inc.	62,455		3,862,217
UnitedHealth Group, Inc.	168,578		10,558,040
WellPoint, Inc.	108,245		8,331,618
			45,930,764
Health Care Technology - 0.1%
HMS Holdings Corp. (a)	23,100		575,190
Life Sciences Tools & Services - 0.6%
Illumina, Inc. (a)(d)	44,973		3,162,501
QIAGEN NV (a)	130,395		2,435,779
Thermo Fisher Scientific, Inc.	11,500		1,015,450
			6,613,730
Pharmaceuticals - 4.7%
AbbVie, Inc.	132,225		5,644,685
Actavis, Inc. (a)	15,191		1,872,898
Cardiome Pharma Corp. (a)	60,867		123,290
Endo Health Solutions, Inc. (a)	63,940		2,321,022
GlaxoSmithKline PLC sponsored ADR	120,589		6,242,893
Jazz Pharmaceuticals PLC (a)	24,107		1,638,553
Johnson & Johnson	95,013		7,998,194
Merck & Co., Inc.	375,611		17,541,034
Optimer Pharmaceuticals, Inc. (a)	38,200		568,416
Teva Pharmaceutical Industries Ltd. sponsored ADR	25,100		958,820
ViroPharma, Inc. (a)	128,100		3,522,750
Common Stocks - continued
	Shares		Value
HEALTH CARE - continued
Pharmaceuticals - continued
Warner Chilcott PLC	47,000		$ 902,400
XenoPort, Inc. (a)	72,087		396,479
			49,731,434
TOTAL HEALTH CARE			167,495,826
INDUSTRIALS - 10.2%
Aerospace & Defense - 2.2%
Esterline Technologies Corp. (a)	26,996		1,981,236
Honeywell International, Inc.	54,480		4,274,501
KEYW Holding Corp. (a)	135,382		1,996,885
Rockwell Collins, Inc.	59,115		3,827,696
The Boeing Co.	94,263		9,333,922
United Technologies Corp.	18,722		1,776,718
			23,190,958
Air Freight & Logistics - 1.2%
C.H. Robinson Worldwide, Inc.	42,858		2,429,620
United Parcel Service, Inc. Class B	121,425		10,430,408
			12,860,028
Electrical Equipment - 0.6%
AMETEK, Inc.	68,230		2,944,125
Hubbell, Inc. Class B	5,200		522,236
Roper Industries, Inc.	23,335		2,898,674
			6,365,035
Industrial Conglomerates - 2.6%
General Electric Co.	1,188,992		27,727,293
Machinery - 1.1%
Illinois Tool Works, Inc.	32,021		2,245,633
Ingersoll-Rand PLC	159,322		9,165,795
			11,411,428
Professional Services - 0.9%
Acacia Research Corp.	255,782		6,394,550
Michael Page International PLC	342,378		2,001,765
Verisk Analytics, Inc. (a)	20,100		1,182,282
			9,578,597
Road & Rail - 1.6%
Con-way, Inc.	63,294		2,406,438
CSX Corp.	324,414		8,178,477
Common Stocks - continued
	Shares		Value
INDUSTRIALS - continued
Road & Rail - continued
Hertz Global Holdings, Inc. (a)	97,200		$ 2,510,676
Norfolk Southern Corp.	58,658		4,492,616
			17,588,207
TOTAL INDUSTRIALS			108,721,546
INFORMATION TECHNOLOGY - 19.6%
Communications Equipment - 2.5%
Brocade Communications Systems, Inc. (a)	185,295		1,006,152
Cisco Systems, Inc.	760,839		18,321,003
QUALCOMM, Inc.	108,750		6,903,450
			26,230,605
Computers & Peripherals - 3.9%
Apple, Inc.	80,065		36,003,629
EMC Corp.	160,386		3,971,157
Stratasys Ltd. (a)	13,500		1,134,675
			41,109,461
Internet Software & Services - 2.4%
Demandware, Inc. (a)	48,074		1,471,545
Google, Inc. Class A (a)	27,776		24,176,508
			25,648,053
IT Services - 5.5%
Cognizant Technology Solutions Corp. Class A (a)	95,492		6,173,558
Fidelity National Information Services, Inc.	89,724		4,028,608
Gartner, Inc. Class A (a)	29,133		1,649,219
IBM Corp.	22,331		4,645,295
MasterCard, Inc. Class A	22,200		12,659,550
Paychex, Inc.	302,393		11,258,091
The Western Union Co.	253,662		4,154,984
Unisys Corp. (a)	129,262		2,669,260
Visa, Inc. Class A	62,430		11,121,280
			58,359,845
Semiconductors & Semiconductor Equipment - 1.2%
Applied Materials, Inc.	371,461		5,646,207
Broadcom Corp. Class A	39,934		1,434,030
Lam Research Corp. (a)	84,634		3,959,179
NXP Semiconductors NV (a)	58,627		1,808,643
			12,848,059
Common Stocks - continued
	Shares		Value
INFORMATION TECHNOLOGY - continued
Software - 4.1%
Adobe Systems, Inc. (a)	76,510		$ 3,283,044
Autodesk, Inc. (a)	39,800		1,501,654
Citrix Systems, Inc. (a)	37,196		2,393,563
Concur Technologies, Inc. (a)	34,224		2,762,904
Electronic Arts, Inc. (a)	102,209		2,349,785
Microsoft Corp.	664,745		23,186,306
Oracle Corp.	122,099		4,122,062
salesforce.com, Inc. (a)	42,600		1,803,258
VMware, Inc. Class A (a)	26,105		1,856,588
Workday, Inc. Class A	4,100		263,343
			43,522,507
TOTAL INFORMATION TECHNOLOGY			207,718,530
MATERIALS - 0.7%
Chemicals - 0.7%
Airgas, Inc.	30,548		3,143,084
E.I. du Pont de Nemours & Co.	45,488		2,537,776
Syngenta AG (Switzerland)	1,744		680,329
W.R. Grace & Co. (a)	15,897		1,343,455
			7,704,644
TELECOMMUNICATION SERVICES - 1.3%
Diversified Telecommunication Services - 1.0%
Verizon Communications, Inc.	219,597		10,646,063
Wireless Telecommunication Services - 0.3%
Vodafone Group PLC sponsored ADR	121,259		3,510,448
TOTAL TELECOMMUNICATION SERVICES			14,156,511
TOTAL COMMON STOCKS (Cost $838,775,413)		1,060,279,638

Convertible Bonds - 0.1%
	Principal Amount	Value
ENERGY - 0.1%
Oil, Gas & Consumable Fuels - 0.1%
Amyris, Inc. 3% 2/27/17 (Cost $605,000)	$ 605,000	$ 429,889

Money Market Funds - 1.9%
	Shares
Fidelity Cash Central Fund, 0.12% (b)	3,938,829		3,938,829
Fidelity Securities Lending Cash Central Fund, 0.12% (b)(c)	16,556,066		16,556,066
TOTAL MONEY MARKET FUNDS (Cost $20,494,895)		20,494,895
TOTAL INVESTMENT PORTFOLIO - 101.7% (Cost $859,875,308)			1,081,204,422
NET OTHER ASSETS (LIABILITIES) - (1.7)%			(17,685,149)
NET ASSETS - 100%		$ 1,063,519,273

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 are available on the SEC's website or upon request.

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

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

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	$ 3,017
Fidelity Securities Lending Cash Central Fund	111,550
Total	$ 114,567

Other Information

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

Valuation Inputs at Reporting Date:
Description	Total	Level 1	Level 2	Level 3
Investments in Securities:
Equities:
Consumer Discretionary	$ 104,161,364	$ 103,234,299	$ 927,065	$ -
Consumer Staples	81,141,237	81,141,237	-	-
Energy	135,202,963	127,942,255	7,260,708	-
Financials	233,977,017	233,560,949	416,068	-
Health Care	167,495,826	167,495,826	-	-
Industrials	108,721,546	108,721,546	-	-
Information Technology	207,718,530	207,718,530	-	-
Materials	7,704,644	7,024,315	680,329	-
Telecommunication Services	14,156,511	14,156,511	-	-
Corporate Bonds	429,889	-	429,889	-
Money Market Funds	20,494,895	20,494,895	-	-
Total Investments in Securities:	$ 1,081,204,422	$ 1,071,490,363	$ 9,714,059	$ -

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

Semiannual Report

Financial Statements

Statement of Assets and Liabilities

	May 31, 2013 (Unaudited)
Assets
Investment in securities, at value (including securities loaned of $15,726,398) - See accompanying schedule: Unaffiliated issuers (cost $839,380,413)	$ 1,060,709,527
Fidelity Central Funds (cost $20,494,895)	20,494,895
Total Investments (cost $859,875,308)		$ 1,081,204,422
Receivable for investments sold		6,609,035
Receivable for fund shares sold		882,440
Dividends receivable		1,937,243
Interest receivable		4,739
Distributions receivable from Fidelity Central Funds		24,870
Prepaid expenses		573
Other receivables		13,968
Total assets		1,090,677,290
Liabilities
Payable for investments purchased	$ 7,222,495
Payable for fund shares redeemed	2,395,369
Accrued management fee	619,822
Distribution and service plan fees payable	114,387
Other affiliated payables	208,792
Other payables and accrued expenses	41,086
Collateral on securities loaned, at value	16,556,066
Total liabilities		27,158,017
Net Assets		$ 1,063,519,273
Net Assets consist of:
Paid in capital		$ 712,238,745
Undistributed net investment income		4,199,945
Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions		125,751,232
Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies		221,329,351
Net Assets		$ 1,063,519,273

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

Semiannual Report

Statement of Assets and Liabilities - continued

	May 31, 2013 (Unaudited)
Calculation of Maximum Offering Price  Class A: Net Asset Value and redemption price per share ($148,289,623 ÷ 6,045,357 shares)		$ 24.53
Maximum offering price per share (100/94.25 of $24.53)		$ 26.03
Class T: Net Asset Value and redemption price per share ($92,652,966 ÷ 3,785,173 shares)		$ 24.48
Maximum offering price per share (100/96.50 of $24.48)		$ 25.37
Class B: Net Asset Value and offering price per share ($10,539,746 ÷ 458,531 shares)A		$ 22.99
Class C: Net Asset Value and offering price per share ($45,133,744 ÷ 1,976,530 shares)A		$ 22.83
Institutional Class: Net Asset Value, offering price and redemption price per share ($766,903,194 ÷ 30,325,481 shares)		$ 25.29

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

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

Semiannual Report

Financial Statements - continued

Statement of Operations

Six months ended May 31, 2013 (Unaudited)
Investment Income
Dividends		$ 9,870,438
Interest		9,075
Income from Fidelity Central Funds		114,567
Total income		9,994,080
Expenses
Management fee Basic fee	$ 2,787,739
Performance adjustment	409,945
Transfer agent fees	1,055,020
Distribution and service plan fees	601,840
Accounting and security lending fees	168,001
Custodian fees and expenses	38,410
Independent trustees' compensation	3,250
Registration fees	56,680
Audit	32,553
Legal	1,775
Interest	674
Miscellaneous	6,785
Total expenses before reductions	5,162,672
Expense reductions	(136,116)	5,026,556
Net investment income (loss)		4,967,524
Realized and Unrealized Gain (Loss) Net realized gain (loss) on:
Investment securities:
Unaffiliated issuers	45,163,958
Redemption in-kind with affiliated entities	91,575,604
Foreign currency transactions	(15,607)
Total net realized gain (loss)		136,723,955
Change in net unrealized appreciation (depreciation) on: Investment securities	45,155,094
Assets and liabilities in foreign currencies	(2,108)
Total change in net unrealized appreciation (depreciation)		45,152,986
Net gain (loss)		181,876,941
Net increase (decrease) in net assets resulting from operations		$ 186,844,465

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

Semiannual Report

Statement of Changes in Net Assets

	Six months ended May 31, 2013 (Unaudited)	Year ended November 30, 2012
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$ 4,967,524	$ 12,844,939
Net realized gain (loss)	136,723,955	43,445,666
Change in net unrealized appreciation (depreciation)	45,152,986	175,969,722
Net increase (decrease) in net assets resulting from operations	186,844,465	232,260,327
Distributions to shareholders from net investment income	(767,567)	(17,554,132)
Distributions to shareholders from net realized gain	(3,062,648)	(24,770,255)
Total distributions	(3,830,215)	(42,324,387)
Share transactions - net increase (decrease)	(429,830,261)	(103,985,044)
Total increase (decrease) in net assets	(246,816,011)	85,950,896
Net Assets
Beginning of period	1,310,335,284	1,224,384,388
End of period (including undistributed net investment income of $4,199,945 and distributions in excess of net investment income of $12, respectively)	$ 1,063,519,273	$ 1,310,335,284

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

Semiannual Report

Financial Highlights - Class A

	Six months ended May 31, 2013	Years ended November 30,
	(Unaudited)	2012	2011	2010	2009	2008
Selected Per-Share Data
Net asset value, beginning of period	$ 20.43	$ 17.57	$ 16.69	$ 15.19	$ 10.13	$ 20.95
Income from Investment Operations
Net investment income (loss) E	.09	.15	.09	.05	.06	.11
Net realized and unrealized gain (loss)	4.10	3.30	.87	1.52	5.08	(9.79)
Total from investment operations	4.19	3.45	.96	1.57	5.14	(9.68)
Distributions from net investment income	(.02)	(.18)	(.06)	(.07)	(.08)	(.06)
Distributions from net realized gain	(.07)	(.41)	(.02)	-	-	(1.08)
Total distributions	(.09)	(.59)	(.08)	(.07)	(.08)	(1.14)
Net asset value, end of period	$ 24.53	$ 20.43	$ 17.57	$ 16.69	$ 15.19	$ 10.13
Total Return B, C, D	20.57%	19.69%	5.73%	10.36%	51.10%	(48.83)%
Ratios to Average Net Assets F, H
Expenses before reductions	1.20% A	1.25%	1.29%	1.22%	1.16%	1.12%
Expenses net of fee waivers, if any	1.20% A	1.25%	1.29%	1.22%	1.16%	1.12%
Expenses net of all reductions	1.18% A	1.24%	1.28%	1.21%	1.15%	1.11%
Net investment income (loss)	.81% A	.76%	.49%	.31%	.49%	.65%
Supplemental Data
Net assets, end of period (000 omitted)	$ 148,290	$ 123,303	$ 103,670	$ 116,837	$ 112,450	$ 85,997
Portfolio turnover rate G	59% A	59%	83%	146%	185%	141%

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

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

^F 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.

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

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

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

Semiannual Report

Financial Highlights - Class T

	Six months ended May 31, 2013	Years ended November 30,
	(Unaudited)	2012	2011	2010	2009	2008
Selected Per-Share Data
Net asset value, beginning of period	$ 20.41	$ 17.51	$ 16.63	$ 15.14	$ 10.07	$ 20.80
Income from Investment Operations
Net investment income (loss) E	.06	.10	.04	.01	.03	.07
Net realized and unrealized gain (loss)	4.09	3.29	.87	1.52	5.06	(9.74)
Total from investment operations	4.15	3.39	.91	1.53	5.09	(9.67)
Distributions from net investment income	(.01)	(.10)	- I	(.04)	(.02)	-
Distributions from net realized gain	(.07)	(.39)	(.02)	-	-	(1.06)
Total distributions	(.08)	(.49)	(.03) J	(.04)	(.02)	(1.06)
Net asset value, end of period	$ 24.48	$ 20.41	$ 17.51	$ 16.63	$ 15.14	$ 10.07
Total Return B, C, D	20.41%	19.39%	5.44%	10.09%	50.71%	(48.96)%
Ratios to Average Net Assets F, H
Expenses before reductions	1.45% A	1.49%	1.54%	1.47%	1.42%	1.38%
Expenses net of fee waivers, if any	1.45% A	1.49%	1.54%	1.47%	1.42%	1.38%
Expenses net of all reductions	1.43% A	1.49%	1.53%	1.47%	1.41%	1.37%
Net investment income (loss)	.56% A	.52%	.24%	.06%	.23%	.40%
Supplemental Data
Net assets, end of period (000 omitted)	$ 92,653	$ 76,151	$ 69,678	$ 76,373	$ 87,009	$ 67,701
Portfolio turnover rate G	59% A	59%	83%	146%	185%	141%

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

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

^F 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.

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

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

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

^J Total distributions of $.03 per share is comprised of distributions from net investment income of $.004 and distributions from net realized gain of $.021 per share.

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

Semiannual Report

Financial Highlights - Class B

	Six months ended May 31, 2013	Years ended November 30,
	(Unaudited)	2012	2011	2010	2009	2008
Selected Per-Share Data
Net asset value, beginning of period	$ 19.21	$ 16.49	$ 15.72	$ 14.35	$ 9.57	$ 19.77
Income from Investment Operations
Net investment income (loss) E	- I	- I	(.05)	(.07)	(.03)	(.02)
Net realized and unrealized gain (loss)	3.85	3.10	.82	1.44	4.81	(9.26)
Total from investment operations	3.85	3.10	.77	1.37	4.78	(9.28)
Distributions from net realized gain	(.07)	(.38)	-	-	-	(.92)
Net asset value, end of period	$ 22.99	$ 19.21	$ 16.49	$ 15.72	$ 14.35	$ 9.57
Total Return B, C, D	20.11%	18.77%	4.90%	9.55%	49.95%	(49.20)%
Ratios to Average Net Assets F, H
Expenses before reductions	1.99% A	2.02%	2.04%	1.98%	1.91%	1.88%
Expenses net of fee waivers, if any	1.99% A	2.02%	2.04%	1.98%	1.91%	1.88%
Expenses net of all reductions	1.97% A	2.01%	2.04%	1.97%	1.90%	1.87%
Net investment income (loss)	.02% A	(.01)%	(.26)%	(.45)%	(.26)%	(.10)%
Supplemental Data
Net assets, end of period (000 omitted)	$ 10,540	$ 10,535	$ 12,839	$ 17,535	$ 21,907	$ 19,561
Portfolio turnover rate G	59% A	59%	83%	146%	185%	141%

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

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

^F Fees and expenses of 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.

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

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

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

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

Semiannual Report

Financial Highlights - Class C

	Six months ended May 31, 2013	Years ended November 30,
	(Unaudited)	2012	2011	2010	2009	2008
Selected Per-Share Data
Net asset value, beginning of period	$ 19.08	$ 16.41	$ 15.65	$ 14.28	$ 9.53	$ 19.73
Income from Investment Operations
Net investment income (loss) E	.01	- I	(.04)	(.07)	(.03)	(.02)
Net realized and unrealized gain (loss)	3.81	3.09	.80	1.44	4.78	(9.21)
Total from investment operations	3.82	3.09	.76	1.37	4.75	(9.23)
Distributions from net investment income	- I	(.03)	-	-	-	-
Distributions from net realized gain	(.07)	(.39)	-	-	-	(.97)
Total distributions	(.07)	(.42)	-	-	-	(.97)
Net asset value, end of period	$ 22.83	$ 19.08	$ 16.41	$ 15.65	$ 14.28	$ 9.53
Total Return B, C, D	20.10%	18.83%	4.86%	9.59%	49.84%	(49.17)%
Ratios to Average Net Assets F, H
Expenses before reductions	1.95% A	2.00%	2.03%	1.97%	1.91%	1.87%
Expenses net of fee waivers, if any	1.95% A	2.00%	2.03%	1.97%	1.91%	1.87%
Expenses net of all reductions	1.92% A	1.99%	2.03%	1.96%	1.90%	1.86%
Net investment income (loss)	.07% A	.01%	(.25)%	(.44)%	(.26)%	(.10)%
Supplemental Data
Net assets, end of period (000 omitted)	$ 45,134	$ 28,856	$ 24,197	$ 25,162	$ 24,650	$ 25,421
Portfolio turnover rate G	59% A	59%	83%	146%	185%	141%

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

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

^F Fees and expenses of 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.

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

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

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

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

Semiannual Report

Financial Highlights - Institutional Class

	Six months ended May 31, 2013	Years ended November 30,
	(Unaudited)	2012	2011	2010	2009	2008
Selected Per-Share Data
Net asset value, beginning of period	$ 21.03	$ 18.13	$ 17.22	$ 15.65	$ 10.48	$ 21.62
Income from InvestmentOperations
Net investment income (loss) D	.13	.22	.15	.11	.10	.16
Net realized and unrealized gain (loss)	4.22	3.40	.89	1.57	5.22	(10.10)
Total from investment operations	4.35	3.62	1.04	1.68	5.32	(9.94)
Distributions from net investment income	(.02)	(.31)	(.11)	(.11)	(.15)	(.12)
Distributions from net realized gain	(.07)	(.41)	(.02)	-	-	(1.08)
Total distributions	(.09)	(.72)	(.13)	(.11)	(.15)	(1.20)
Net asset value, end of period	$ 25.29	$ 21.03	$ 18.13	$ 17.22	$ 15.65	$ 10.48
Total Return B, C	20.76%	20.10%	6.03%	10.78%	51.54%	(48.66)%
Ratios to Average Net Assets E, G
Expenses before reductions	.89% A	.91%	.95%	.88%	.84%	.80%
Expenses net of fee waivers, if any	.89% A	.91%	.95%	.88%	.84%	.80%
Expenses net of all reductions	.86% A	.91%	.94%	.87%	.83%	.79%
Net investment income (loss)	1.13% A	1.10%	.83%	.65%	.82%	.98%
Supplemental Data
Net assets, end of period (000 omitted)	$ 766,903	$ 1,071,491	$ 1,013,999	$ 876,299	$ 924,675	$ 637,400
Portfolio turnover rate F	59% A	59%	83%	146%	185%	141%

^A Annualized

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

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

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

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

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

^G 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.

Semiannual Report

Notes to Financial Statements

For the period ended May 31, 2013 (Unaudited)

1. Organization.

Fidelity Advisor® Large Cap Fund (the Fund) is a fund of Fidelity Advisor Series I (the Trust) and is authorized to issue an unlimited number of shares. The Trust is registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end management investment company organized as a Massachusetts business trust. The Fund offers Class A, Class T, Class C, and Institutional Class shares, each of which, along with Class B shares, has equal rights as to assets and voting privileges. Class B shares are closed to new accounts and additional purchases, except for exchanges and reinvestments. Each class has exclusive voting rights with respect to matters that affect that class. Class B shares will automatically convert to Class A shares after a holding period of seven years from the initial date of purchase.

2. Investments in Fidelity Central Funds.

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

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

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 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

Semiannual Report

3. Significant Accounting Policies - continued

Investment Valuation - continued

approved by the Board of Trustees (the Board), the Fund attempts to obtain prices from one or more third party pricing vendors or brokers to value its investments. When current market prices, quotations or currency exchange rates are not readily available or reliable, investments will be fair valued in good faith by the FMR Fair Value Committee (the Committee), in accordance with procedures adopted by the Board. Factors used in determining fair value vary by investment type and may include market or investment specific events, 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:

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

Debt securities, including restricted securities, are valued based on evaluated prices received from third party pricing vendors or from brokers who make markets in such securities. For corporate bonds, pricing vendors utilize matrix pricing which considers yield or price of bonds of comparable quality, coupon, maturity and type as well as broker-supplied prices. When independent prices are unavailable or unreliable, debt

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

3. Significant Accounting Policies - continued

Investment Valuation - continued

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.

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 May 31, 2013, 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. 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

Semiannual Report

3. Significant Accounting Policies - continued

Investment Transactions and Income - continued

other correspondence relating to the underlying investment. Interest income and distributions from the Fidelity Central Funds are accrued as earned. Interest income includes coupon interest and amortization of premium and accretion of discount on debt securities. Investment income is recorded net of foreign taxes withheld where recovery of such taxes is uncertain.

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

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

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

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

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

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

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

Gross unrealized appreciation	$ 239,937,141
Gross unrealized depreciation	(23,600,011)
Net unrealized appreciation (depreciation) on securities and other investments	$ 216,337,130
Tax cost	$ 864,867,292

4. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $304,737,196 and $723,623,057, respectively.

5. Fees and Other Transactions with Affiliates.

Management Fee. FMR and its affiliates provide the Fund with investment management related services for which the Fund pays a monthly management fee. The management fee is the sum of an individual fund fee rate that is based on an annual rate of .30% of the Fund's average net assets and an annualized group fee rate that averaged .26% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by FMR. The group fee rate decreases as assets under management increase and increases as assets under management decrease. In addition, the management fee is subject to a performance adjustment (up to a maximum of ± .20% of the Fund's average net assets over a 36 month performance period). The upward or downward adjustment to the management fee is based on the relative investment performance of the Institutional Class of the Fund as compared to an appropriate benchmark index. For the period, the total annualized management fee rate, including the performance adjustment, was .64% of the Fund's average net assets.

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

Semiannual Report

5. Fees and Other Transactions with Affiliates - continued

Distribution and Service Plan Fees - continued

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%	$ 170,821	$ 1,037
Class T	.25%	.25%	207,976	371
Class B	.75%	.25%	52,011	39,374
Class C	.75%	.25%	171,032	24,850
			$ 601,840	$ 65,632

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	$ 29,036
Class T	7,402
Class B*	5,048
Class C*	3,000
	$ 44,486

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

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

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

5. Fees and Other Transactions with Affiliates - continued

Transfer Agent Fees - continued

shareholder reports, except proxy statements. For the period, transfer agent fees for each class were as follows:

	Amount	% of Average Net Assets*
Class A	$ 175,413	.26
Class T	106,993	.26
Class B	15,414	.30
Class C	43,585	.25
Institutional Class	713,615	.19
	$ 1,055,020

* Annualized

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

Brokerage Commissions. The Fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of the investment adviser. Brokerage commissions are included in net realized gain (loss) and change in net unrealized appreciation (depreciation) in the Statement of Operations. The commissions paid to these affiliated firms were $16,988 for the period.

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

Borrower or Lender	Average Loan Balance	Weighted Average Interest Rate	Interest Expense
Borrower	$ 6,041,250	.33%	$ 674

Redemptions In-Kind. During the period, 20,043,896 shares of the Fund held by affiliated entities were redeemed for cash and securities with a value of $422,926,209. The net realized gain of $91,575,604 on securities delivered through in-kind redemptions

Semiannual Report

5. Fees and Other Transactions with Affiliates - continued

Redemptions In-Kind - continued

is included in the accompanying Statement of Operations. The amount of in-kind redemptions is included in share transactions in the accompanying Statement of Changes in Net Assets as well as Note 10: Share Transactions. The Fund recognized no gain or loss for federal income tax purposes.

6. Committed Line of Credit.

The Fund participates with other funds managed by FMR or an affiliate in a $4.25 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro-rata portion of the line of credit, which amounted to $1,427 and is reflected in Miscellaneous expenses on the Statement of Operations. During the period, there were no borrowings on this line of credit.

7. Security Lending.

The Fund lends portfolio securities through a lending agent from time to time in order to earn additional income. For equity securities, a lending agent is used and may loan securities to certain qualified borrowers, including Fidelity Capital Markets (FCM), a broker-dealer affiliated with the Fund. On the settlement date of the loan, the Fund receives collateral (in the form of U.S. Treasury obligations, letters of credit and/or cash) against the loaned securities and maintains collateral in an amount not less than 100% of the market value of the loaned securities during the period of the loan. The market value of the loaned securities is determined at the close of business of the Fund and any additional required collateral is delivered to the Fund on the next business day. If the borrower defaults on its obligation to return the securities loaned because of insolvency or other reasons, the Fund may apply collateral received from the borrower against the obligation. The Fund may experience delays and costs in recovering the securities loaned. Any cash collateral received is invested in the Fidelity Securities Lending Cash Central Fund. The value of loaned securities and cash collateral at period end are disclosed on the Fund's Statement of Assets and Liabilities. 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 $111,550, including $2,044 from securities loaned to FCM.

8. Expense Reductions.

Many of the brokers with whom FMR places trades on behalf of the Fund provided services to the Fund in addition to trade execution. These services included payments of

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

8. Expense Reductions - continued

certain expenses on behalf of the Fund totaling $136,090 for the period. In addition, through arrangements with the Fund's custodian, credits realized as a result of uninvested cash balances were used to reduce the Fund's expenses. During the period, these credits reduced the Fund's custody expenses by $26.

9. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

	Six months ended May 31, 2013	Year ended November 30, 2012
From net investment income
Class A	$ 97,380	$ 1,078,226
Class T	40,120	375,579
Class C	2,988	48,918
Institutional Class	627,079	16,051,409
Total	$ 767,567	$ 17,554,132
From net realized gain
Class A	$ 432,999	$ 2,386,881
Class T	258,270	1,426,914
Class B	37,356	202,398
Class C	107,120	573,674
Institutional Class	2,226,903	20,180,388
Total	$ 3,062,648	$ 24,770,255

10. Share Transactions.

Transactions for each class of shares were as follows:

	Shares		Dollars
	Six months ended May 31, 2013	Year ended November 30, 2012	Six months ended May 31, 2013	Year ended November 30, 2012
Class A
Shares sold	929,491	1,413,103	$ 20,768,215	$ 27,688,034
Reinvestment of distributions	23,308	159,026	490,518	3,196,230
Shares redeemed	(943,504)	(1,437,321)	(21,264,164)	(28,289,639)
Net increase (decrease)	9,295	134,808	$ (5,431)	$ 2,594,625
Class T
Shares sold	494,521	701,433	$ 11,055,194	$ 13,951,718
Reinvestment of distributions	13,925	86,842	292,962	1,767,817
Shares redeemed	(455,162)	(1,036,832)	(9,919,645)	(20,267,280)
Net increase (decrease)	53,284	(248,557)	$ 1,428,511	$ (4,547,745)

Semiannual Report

10. Share Transactions - continued

	Shares		Dollars
	Six months ended May 31, 2013	Year ended November 30, 2012	Six months ended May 31, 2013	Year ended November 30, 2012
Class B
Shares sold	17,683	12,858	$ 395,129	$ 235,820
Reinvestment of distributions	1,700	9,445	33,725	181,350
Shares redeemed	(109,351)	(252,591)	(2,280,270)	(4,660,207)
Net increase (decrease)	(89,968)	(230,288)	$ (1,851,416)	$ (4,243,037)
Class C
Shares sold	619,698	342,265	$ 13,128,886	$ 6,287,339
Reinvestment of distributions	5,033	29,148	99,148	555,861
Shares redeemed	(160,621)	(333,164)	(3,333,522)	(6,136,206)
Net increase (decrease)	464,110	38,249	$ 9,894,512	$ 706,994
Institutional Class
Shares sold	2,876,868	8,141,510	$ 65,116,596	$ 164,428,797
Reinvestment of distributions	130,311	1,775,271	2,822,578	36,037,728
Shares redeemed	(23,635,711)A	(14,893,473)	(507,235,611)A	(298,962,406)
Net increase (decrease)	(20,628,532)	(4,976,692)	$ (439,296,437)	$ (98,495,881)

^A Amount includes in-kind redemptions (see Note 5: Redemptions In-Kind)

11. Other.

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

At the end of the period, the Fidelity Advisor Freedom Funds were the owners of record, in the aggregate, of approximately 54% of the total outstanding shares of the Fund.

Semiannual Report

Investment Adviser

Fidelity Management & Research Company

Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

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

Fidelity Management & Research (Japan) Inc.

Fidelity Management & Research (Hong Kong) Limited

General Distributor

Fidelity Distributors Corporation

Smithfield, RI

Transfer and Service Agents

Fidelity Investments Institutional
Operations Company, Inc.

Boston, MA

Fidelity Service Company, Inc.

Boston, MA

Custodian

Brown Brothers Harriman & Co.

Boston, MA

(Fidelity Investment logo)(registered trademark)

LC-USAN-0713
1.786795.110

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

Small Cap

Fund - Institutional Class

Semiannual Report

May 31, 2013

(Fidelity Cover Art)

Contents

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.

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.

All other marks appearing herein are registered or unregistered trademarks or service marks of FMR LLC or an affiliated company. © 2013 FMR LLC. All rights reserved.

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.

Semiannual Report

Shareholder Expense Example

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

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (December 1, 2012 to May 31, 2013).

Actual Expenses

The first line of the accompanying table for each class of the Fund provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000.00 (for example, an $8,600 account value divided by $1,000.00 = 8.6), then multiply the result by the number in the first line for a class of the Fund under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period. 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.

Semiannual Report

Shareholder Expense Example - continued

	Annualized Expense RatioB	Beginning Account Value December 1, 2012	Ending Account Value May 31, 2013	Expenses Paid During Period* December 1, 2012 to May 31, 2013
Class A	1.02%
Actual		$ 1,000.00	$ 1,184.20	$ 5.55
HypotheticalA		$ 1,000.00	$ 1,019.85	$ 5.14
Class T	1.22%
Actual		$ 1,000.00	$ 1,183.40	$ 6.64
HypotheticalA		$ 1,000.00	$ 1,018.85	$ 6.14
Class B	1.81%
Actual		$ 1,000.00	$ 1,179.60	$ 9.84
HypotheticalA		$ 1,000.00	$ 1,015.91	$ 9.10
Class C	1.77%
Actual		$ 1,000.00	$ 1,180.00	$ 9.62
HypotheticalA		$ 1,000.00	$ 1,016.11	$ 8.90
Institutional Class	.72%
Actual		$ 1,000.00	$ 1,186.50	$ 3.92
HypotheticalA		$ 1,000.00	$ 1,021.34	$ 3.63

^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 182/365 (to reflect the one-half year period).

Semiannual Report

Investment Changes (Unaudited)

Top Ten Stocks as of May 31, 2013
	% of fund's net assets	% of fund's net assets 6 months ago
Prestige Brands Holdings, Inc.	1.9	1.6
PolyOne Corp.	1.7	1.3
Ascena Retail Group, Inc.	1.7	1.8
Primerica, Inc.	1.6	1.4
Dorman Products, Inc.	1.5	1.2
Teledyne Technologies, Inc.	1.5	1.2
Stamps.com, Inc.	1.4	1.0
WESCO International, Inc.	1.4	1.2
Actuant Corp. Class A	1.4	1.2
The Ensign Group, Inc.	1.3	1.0
	15.4
Top Five Market Sectors as of May 31, 2013
	% of fund's net assets	% of fund's net assets 6 months ago
Financials	22.2	18.0
Consumer Discretionary	18.6	20.4
Information Technology	14.7	14.1
Industrials	13.7	15.4
Health Care	9.7	12.2

Asset Allocation (% of fund's net assets)
As of May 31, 2013*			As of November 30, 2012**
	Stocks and Equity Futures 99.8%			Stocks 99.1%
	Short-Term Investments and Net Other Assets (Liabilities) 0.2%			Short-Term Investments and Net Other Assets (Liabilities) 0.9%
* Foreign investments		17.9%	** Foreign investments		18.8%

Semiannual Report

Investments May 31, 2013 (Unaudited)

Showing Percentage of Net Assets

Common Stocks - 97.5%
	Shares		Value (000s)
CONSUMER DISCRETIONARY - 18.6%
Auto Components - 1.5%
Dorman Products, Inc.	1,250,000		$ 55,663
Diversified Consumer Services - 2.4%
Best Bridal, Inc. (e)	15,908		27,800
Grand Canyon Education, Inc. (a)	1,250,000		40,150
Meiko Network Japan Co. Ltd. (e)	1,800,000		22,521
			90,471
Hotels, Restaurants & Leisure - 2.1%
AFC Enterprises, Inc. (a)	500,000		18,230
Life Time Fitness, Inc. (a)	550,000		27,412
Texas Roadhouse, Inc. Class A	1,400,000		33,110
			78,752
Household Durables - 1.7%
Hajime Construction Co. Ltd. (d)	400,000		22,231
Tupperware Brands Corp.	500,000		40,490
			62,721
Specialty Retail - 7.5%
Aarons, Inc. Class A	1,200,000		33,708
Aeropostale, Inc. (a)	3,256,300		47,575
Ascena Retail Group, Inc. (a)	3,150,000		64,040
Genesco, Inc. (a)	500,000		33,790
Jumbo SA	1,550,000		15,593
Office Depot, Inc. (a)(d)	7,000,000		30,870
OfficeMax, Inc. (d)	2,000,000		26,060
Penske Automotive Group, Inc.	900,000		28,899
			280,535
Textiles, Apparel & Luxury Goods - 3.4%
Skechers U.S.A., Inc. Class A (sub. vtg.) (a)	2,100,000		47,250
Steven Madden Ltd. (a)	800,000		38,800
Wolverine World Wide, Inc.	800,000		41,880
			127,930
TOTAL CONSUMER DISCRETIONARY			696,072
CONSUMER STAPLES - 5.1%
Food & Staples Retailing - 1.5%
Ain Pharmaciez, Inc.	130,000		5,070
Sundrug Co. Ltd.	690,000		26,298
Tsuruha Holdings, Inc.	300,000		24,154
			55,522
Common Stocks - continued
	Shares		Value (000s)
CONSUMER STAPLES - continued
Food Products - 0.9%
Darling International, Inc. (a)	1,600,000		$ 31,376
Personal Products - 2.7%
Atrium Innovations, Inc. (a)(e)	2,300,000		31,591
Prestige Brands Holdings, Inc. (a)	2,400,000		70,532
			102,123
TOTAL CONSUMER STAPLES			189,021
ENERGY - 7.3%
Energy Equipment & Services - 3.8%
Cathedral Energy Services Ltd. (e)	2,900,000		12,867
Key Energy Services, Inc. (a)	4,391,830		28,459
Oil States International, Inc. (a)	350,000		34,475
Pason Systems, Inc. (d)	2,100,000		35,852
Unit Corp. (a)	150,000		6,776
Western Energy Services Corp. (a)(f)	1,080,720		7,380
Western Energy Services Corp.	2,600,000		17,755
			143,564
Oil, Gas & Consumable Fuels - 3.5%
BP Prudhoe Bay Royalty Trust	80,811		7,198
Hargreaves Services PLC	1,200,000		16,337
Sunoco Logistics Partners LP	600,000		36,324
Ultra Petroleum Corp. (a)(d)	900,000		20,502
World Fuel Services Corp.	1,200,000		48,876
			129,237
TOTAL ENERGY			272,801
FINANCIALS - 22.2%
Capital Markets - 1.1%
Virtus Investment Partners, Inc. (a)	185,000		42,894
Commercial Banks - 6.5%
Bank of the Ozarks, Inc.	850,000		37,103
City National Corp.	250,000		15,690
Commerce Bancshares, Inc.	400,000		17,408
East West Bancorp, Inc.	1,300,000		34,242
First Financial Bankshares, Inc. (d)	650,000		35,750
Prosperity Bancshares, Inc.	700,000		35,063
Common Stocks - continued
	Shares		Value (000s)
FINANCIALS - continued
Commercial Banks - continued
Sterling Financial Corp.	1,300,000		$ 29,406
SVB Financial Group (a)	500,000		38,695
			243,357
Consumer Finance - 1.0%
EZCORP, Inc. (non-vtg.) Class A (a)	2,014,200		38,532
Insurance - 6.3%
CNO Financial Group, Inc.	2,600,000		32,084
Enstar Group Ltd. (a)	200,000		25,254
HCC Insurance Holdings, Inc.	1,100,000		47,135
Primerica, Inc.	1,700,000		59,874
ProAssurance Corp.	700,000		35,140
Reinsurance Group of America, Inc.	540,000		35,581
			235,068
Real Estate Investment Trusts - 6.0%
Aviv REIT, Inc.	1,300,000		33,696
EPR Properties	600,000		31,452
Equity Lifestyle Properties, Inc.	400,000		30,868
First Industrial Realty Trust, Inc.	2,000,000		33,780
National Health Investors, Inc.	500,000		31,135
Rouse Properties, Inc. (d)	1,600,000		32,176
Sovran Self Storage, Inc.	500,000		32,435
			225,542
Real Estate Management & Development - 0.5%
Relo Holdings Corp.	380,000		16,796
Thrifts & Mortgage Finance - 0.8%
EverBank Financial Corp.	1,900,000		29,830
TOTAL FINANCIALS			832,019
HEALTH CARE - 9.7%
Biotechnology - 0.9%
United Therapeutics Corp. (a)	500,000		33,235
Health Care Equipment & Supplies - 1.7%
DENTSPLY International, Inc.	600,000		25,056
The Cooper Companies, Inc.	350,000		39,554
			64,610
Health Care Providers & Services - 6.2%
AmSurg Corp. (a)	1,300,000		46,189
Centene Corp. (a)	400,000		19,800
Common Stocks - continued
	Shares		Value (000s)
HEALTH CARE - continued
Health Care Providers & Services - continued
Community Health Systems, Inc.	900,000		$ 43,353
Healthways, Inc. (a)	900,000		12,105
Henry Schein, Inc. (a)	300,000		28,887
MEDNAX, Inc. (a)	350,000		32,491
The Ensign Group, Inc. (e)	1,400,000		50,498
			233,323
Pharmaceuticals - 0.9%
Jazz Pharmaceuticals PLC (a)	500,000		33,985
TOTAL HEALTH CARE			365,153
INDUSTRIALS - 13.7%
Aerospace & Defense - 3.2%
Moog, Inc. Class A (a)	1,000,000		50,070
QinetiQ Group PLC	5,000,000		14,077
Teledyne Technologies, Inc. (a)	700,000		54,054
			118,201
Commercial Services & Supplies - 3.1%
ACCO Brands Corp.	2,568,946		18,368
Mitie Group PLC	6,500,000		25,668
UniFirst Corp.	450,000		42,705
West Corp.	1,250,000		28,625
			115,366
Construction & Engineering - 1.9%
AECOM Technology Corp. (a)	700,000		21,553
Badger Daylighting Ltd. (d)(e)	860,000		41,053
Imtech NV (a)(d)	700,000		8,445
			71,051
Machinery - 1.6%
Actuant Corp. Class A	1,500,000		51,000
Hy-Lok Corp.	400,000		8,410
Standex International Corp.	31,682		1,653
			61,063
Marine - 0.2%
SITC International Holdings Co. Ltd.	21,000,000		8,050
Professional Services - 0.8%
Benefit One, Inc.	10,500		14,778
Stantec, Inc.	400,000		16,972
			31,750
Common Stocks - continued
	Shares		Value (000s)
INDUSTRIALS - continued
Trading Companies & Distributors - 2.9%
Applied Industrial Technologies, Inc.	55,169		$ 2,652
DXP Enterprises, Inc. (a)	400,000		23,628
Textainer Group Holdings Ltd.	800,000		29,992
WESCO International, Inc. (a)	700,000		51,982
			108,254
TOTAL INDUSTRIALS			513,735
INFORMATION TECHNOLOGY - 14.7%
Communications Equipment - 0.9%
NETGEAR, Inc. (a)	1,050,000		34,944
Electronic Equipment & Components - 1.9%
Insight Enterprises, Inc. (a)(e)	2,250,000		43,313
ScanSource, Inc. (a)	861,081		27,494
			70,807
Internet Software & Services - 3.3%
Perficient, Inc. (a)(e)	2,800,000		35,280
Stamps.com, Inc. (a)(e)	1,400,000		53,368
ValueClick, Inc. (a)	1,400,000		36,876
			125,524
IT Services - 6.2%
Acxiom Corp. (a)	1,100,000		24,189
EPAM Systems, Inc. (a)	2,100,000		48,636
ExlService Holdings, Inc. (a)	1,000,000		29,330
Genpact Ltd.	1,700,000		32,895
Global Payments, Inc.	700,000		33,572
iGate Corp. (a)	2,600,000		37,726
WEX, Inc. (a)	350,000		25,855
			232,203
Semiconductors & Semiconductor Equipment - 0.9%
Omnivision Technologies, Inc. (a)(d)	1,800,000		33,246
Software - 1.5%
NIIT Technologies Ltd. (e)	3,800,000		17,788
Simplex Holdings, Inc. (d)(e)	33,000		12,192
SWORD Group (e)	673,226		10,238
Zensar Technologies Ltd. (a)(e)	3,499,999		15,332
			55,550
TOTAL INFORMATION TECHNOLOGY			552,274
Common Stocks - continued
	Shares		Value (000s)
MATERIALS - 5.8%
Chemicals - 3.1%
Axiall Corp.	600,000		$ 25,890
FUCHS PETROLUB AG	350,000		25,921
PolyOne Corp.	2,500,000		64,225
			116,036
Metals & Mining - 2.7%
Aurubis AG	450,000		27,191
Maharashtra Seamless Ltd. (a)	700,000		2,849
Reliance Steel & Aluminum Co.	400,000		26,308
SunCoke Energy, Inc. (a)	2,900,000		44,950
			101,298
TOTAL MATERIALS			217,334
UTILITIES - 0.4%
Gas Utilities - 0.4%
New Jersey Resources Corp.	300,000		13,614
TOTAL COMMON STOCKS (Cost $2,911,077)		3,652,023

U.S. Treasury Obligations - 0.2%
	Principal Amount (000s)
U.S. Treasury Bills, yield at date of purchase 0.03% to 0.06% 7/5/13 to 7/25/13 (g) (Cost $8,370)	$ 8,370	8,370

Money Market Funds - 6.0%
	Shares		Value (000s)
Fidelity Cash Central Fund, 0.12% (b)	135,087,957		$ 135,088
Fidelity Securities Lending Cash Central Fund, 0.12% (b)(c)	90,267,870		90,268
TOTAL MONEY MARKET FUNDS (Cost $225,356)		225,356
TOTAL INVESTMENT PORTFOLIO - 103.7% (Cost $3,144,803)			3,885,749
NET OTHER ASSETS (LIABILITIES) - (3.7)%			(137,328)
NET ASSETS - 100%		$ 3,748,421

Futures Contracts
	Expiration Date	Underlying Face Amount at Value (000s)	Unrealized Appreciation/ (Depreciation) (000s)
Purchased
Equity Index Contracts
876 Russell 2000 Mini Index Contracts	June 2013	$ 86,120	$ 5,082

The face value of futures purchased as a percentage of net assets is 2.3%

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 are available on the SEC's website or upon request.

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

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

(e) Affiliated company

(f) Security exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. At the end of the period, the value of these securities amounted to $7,380,000 or 0.2% of net assets.

(g) Security or a portion of the security was pledged to cover margin requirements for futures contracts. At the period end, the value of securities pledged amounted to $4,810,000.

Affiliated Central Funds

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

Fund	Income earned (Amounts in thousands)
Fidelity Cash Central Fund	$ 51
Fidelity Securities Lending Cash Central Fund	913
Total	$ 964

Other Affiliated Issuers

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

Affiliate (Amounts in thousands)	Value, beginning of period	Purchases	Sales Proceeds	Dividend Income	Value, end of period
Aeropostale, Inc.	$ 56,018	$ -	$ 11,199	$ -	$ -
AFC Enterprises, Inc.	32,238	-	21,215	-	-
Atrium Innovations, Inc.	26,627	-	-	-	31,591
Badger Daylighting Ltd.	26,674	-	-	388	41,053
Benefit One, Inc.	13,959	-	3,343	430	-
Best Bridal, Inc.	16,354	-	-	174	27,800
Cathedral Energy Services Ltd.	15,502	-	-	367	12,867
CBIZ, Inc.	29,631	-	31,193	-	-
Healthways, Inc.	24,886	-	16,895	-	-
iGate Corp.	64,457	-	29,081	-	-
Insight Enterprises, Inc.	59,290	-	24,727	-	43,313
Meiko Network Japan Co. Ltd.	25,756	-	8,843	291	22,521
NIIT Technologies Ltd.	19,569	-	-	-	17,788
Perficient, Inc.	30,492	-	-	-	35,280
Prestige Brands Holdings, Inc.	58,320	-	8,139	-	-
Simplex Holdings, Inc.	10,454	-	2,062	194	12,192
Stamps.com, Inc.	35,518	-	-	-	53,368
SWORD Group	13,117	-	2,323	561	10,238
The Ensign Group, Inc.	36,106	-	-	182	50,498
Zensar Technologies Ltd.	15,637	1,208	-	230	15,332
Total	$ 610,605	$ 1,208	$ 159,020	$ 2,817	$ 373,841

Other Information

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

Valuation Inputs at Reporting Date:
Description (Amounts in thousands)	Total	Level 1	Level 2	Level 3
Investments in Securities:
Equities:
Consumer Discretionary	$ 696,072	$ 623,520	$ 72,552	$ -
Consumer Staples	189,021	133,499	55,522	-
Energy	272,801	272,801	-	-
Financials	832,019	815,223	16,796	-
Health Care	365,153	365,153	-	-
Industrials	513,735	482,497	31,238	-
Information Technology	552,274	506,962	45,312	-
Materials	217,334	214,485	2,849	-
Utilities	13,614	13,614	-	-
U.S. Government and Government Agency Obligations	8,370	-	8,370	-
Money Market Funds	225,356	225,356	-	-
Total Investments in Securities:	$ 3,885,749	$ 3,653,110	$ 232,639	$ -
Derivative Instruments:
Assets
Futures Contracts	$ 5,082	$ 5,082	$ -	$ -

The following is a summary of transfers between Level 1 and Level 2 for the period ended May 31, 2013. Transfers are assumed to have occurred at the beginning of the period, and are primarily attributable to the valuation techniques used for foreign equity securities, as discussed in the accompanying Notes to Financial Statements:

Transfers	Total (000s)
Level 1 to Level 2	$ 53,074
Level 2 to Level 1	$ 0

Value of Derivative Instruments

The following table is a summary of the Fund's value of derivative instruments by primary risk exposure as of May 31, 2013. For additional information on derivative instruments, please refer to the Derivative Instruments section in the accompanying Notes to Financial Statements.

Primary Risk Exposure / Derivative Type	Value (000s)
	Asset	Liability
Equity Risk
Futures Contracts (a)	$ 5,082	$ -
Total Value of Derivatives	$ 5,082	$ -

(a) Reflects cumulative appreciation/depreciation on futures contracts as disclosed in the Schedule of Investments. Only the period end variation margin is separately disclosed in the Statement of Assets and Liabilities and is included in the receivable/payable for daily variation margin on derivative instruments line-items.

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

United States of America	82.1%
Canada	4.8%
Japan	4.6%
Bermuda	2.4%
United Kingdom	1.5%
Germany	1.4%
India	1.0%
Others (Individually Less Than 1%)	2.2%
	100.0%

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

Semiannual Report

Financial Statements

Statement of Assets and Liabilities

Amounts in thousands (except per-share amounts)	May 31, 2013 (Unaudited)
Assets
Investment in securities, at value (including securities loaned of $87,278) - See accompanying schedule: Unaffiliated issuers (cost $2,628,911)	$ 3,286,552
Fidelity Central Funds (cost $225,356)	225,356
Other affiliated issuers (cost $290,536)	373,841
Total Investments (cost $3,144,803)		$ 3,885,749
Cash		1,313
Receivable for investments sold		2,084
Receivable for fund shares sold		2,768
Dividends receivable		2,572
Distributions receivable from Fidelity Central Funds		104
Prepaid expenses		2
Other receivables		34
Total assets		3,894,626
Liabilities
Payable for investments purchased	$ 41,481
Payable for fund shares redeemed	10,226
Accrued management fee	1,489
Distribution and service plan fees payable	988
Payable for daily variation margin on futures contracts	911
Other affiliated payables	782
Other payables and accrued expenses	60
Collateral on securities loaned, at value	90,268
Total liabilities		146,205
Net Assets		$ 3,748,421
Net Assets consist of:
Paid in capital		$ 2,776,956
Undistributed net investment income		331
Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions		225,170
Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies		745,964
Net Assets		$ 3,748,421

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

Semiannual Report

Statement of Assets and Liabilities - continued

Amounts in thousands (except per-share amounts)	May 31, 2013 (Unaudited)
Calculation of Maximum Offering Price Class A: Net Asset Value and redemption price per share ($1,228,934 ÷ 46,357.8 shares)		$ 26.51
Maximum offering price per share (100/94.25 of $26.51)		$ 28.13
Class T: Net Asset Value and redemption price per share ($1,057,230 ÷ 41,554.8 shares)		$ 25.44
Maximum offering price per share (100/96.50 of $25.44)		$ 26.36
Class B: Net Asset Value and offering price per share ($38,773 ÷ 1,705.5 shares)A		$ 22.73
Class C: Net Asset Value and offering price per share ($307,596 ÷ 13,369.7 shares)A		$ 23.01
Institutional Class: Net Asset Value, offering price and redemption price per share ($1,115,888 ÷ 39,885.8 shares)		$ 27.98

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

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

Semiannual Report

Financial Statements - continued

Statement of Operations

Amounts in thousands Six months ended May 31, 2013 (Unaudited)
Investment Income
Dividends (including $2,817 earned from other affiliated issuers)		$ 32,372
Interest		2
Income from Fidelity Central Funds		964
Total income		33,338
Expenses
Management fee Basic fee	$ 13,223
Performance adjustment	(4,358)
Transfer agent fees	4,256
Distribution and service plan fees	5,834
Accounting and security lending fees	523
Custodian fees and expenses	76
Independent trustees' compensation	12
Registration fees	72
Audit	41
Legal	5
Miscellaneous	20
Total expenses before reductions	19,704
Expense reductions	(342)	19,362
Net investment income (loss)		13,976
Realized and Unrealized Gain (Loss) Net realized gain (loss) on:
Investment securities:
Unaffiliated issuers	249,719
Other affiliated issuers	11,833
Foreign currency transactions	(111)
Futures contracts	6,617
Total net realized gain (loss)		268,058
Change in net unrealized appreciation (depreciation) on: Investment securities	347,234
Assets and liabilities in foreign currencies	(39)
Futures contracts	5,082
Total change in net unrealized appreciation (depreciation)		352,277
Net gain (loss)		620,335
Net increase (decrease) in net assets resulting from operations		$ 634,311

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

Semiannual Report

Statement of Changes in Net Assets

Amounts in thousands	Six months ended May 31, 2013 (Unaudited)	Year ended November 30, 2012
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$ 13,976	$ (6,474)
Net realized gain (loss)	268,058	(41,068)
Change in net unrealized appreciation (depreciation)	352,277	195,754
Net increase (decrease) in net assets resulting from operations	634,311	148,212
Distributions to shareholders from net investment income	(9,250)	-
Distributions to shareholders from net realized gain	(2,080)	(357,601)
Total distributions	(11,330)	(357,601)
Share transactions - net increase (decrease)	(606,065)	(461,339)
Total increase (decrease) in net assets	16,916	(670,728)
Net Assets
Beginning of period	3,731,505	4,402,233
End of period (including undistributed net investment income of $331 and accumulated net investment loss of $4,395, respectively)	$ 3,748,421	$ 3,731,505

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

Semiannual Report

Financial Highlights - Class A

	Six months ended May 31, 2013	Years ended November 30,
	(Unaudited)	2012	2011	2010	2009	2008
Selected Per-Share Data
Net asset value, beginning of period	$ 22.45	$ 23.60	$ 24.35	$ 21.00	$ 17.69	$ 25.12
Income from Investment Operations
Net investment income (loss) E	.10	(.03)	(.09) H	(.13)	(.03)	.06
Net realized and unrealized gain (loss)	4.02	.79	.67	3.48	4.09	(6.54)
Total from investment operations	4.12	.76	.58	3.35	4.06	(6.48)
Distributions from net investment income	(.05)	-	-	-	(.03)	-
Distributions from net realized gain	(.01)	(1.91)	(1.33)	-	(.72)	(.95)
Total distributions	(.06)	(1.91)	(1.33)	-	(.75)	(.95)
Net asset value, end of period	$ 26.51	$ 22.45	$ 23.60	$ 24.35	$ 21.00	$ 17.69
Total Return B, C, D	18.42%	3.87%	2.17%	15.95%	24.04%	(26.81)%
Ratios to Average Net Assets F, I
Expenses before reductions	1.02% A	1.06%	1.31%	1.44%	1.53%	1.35%
Expenses net of fee waivers, if any	1.02% A	1.06%	1.31%	1.40%	1.40%	1.35%
Expenses net of all reductions	1.00% A	1.06%	1.31%	1.40%	1.40%	1.34%
Net investment income (loss)	.78% A	(.13)%	(.35)% H	(.58)%	(.16)%	.27%
Supplemental Data
Net assets, end of period (in millions)	$ 1,229	$ 1,212	$ 1,461	$ 1,501	$ 1,223	$ 802
Portfolio turnover rate G	34% A	69%	38%	43%	46%	98%

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

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

^F 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.

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

^H Investment income per share reflects a large, non-recurring dividend which amounted to $.04 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been (.50)%.

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

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

Semiannual Report

Financial Highlights - Class T

	Six months ended May 31, 2013	Years ended November 30,
	(Unaudited)	2012	2011	2010	2009	2008
Net asset value, beginning of period	$ 21.52	$ 22.75	$ 23.57	$ 20.37	$ 17.20	$ 24.49
Income from Investment Operations
Net investment income (loss) E	.07	(.07)	(.13) H	(.18)	(.07)	.02
Net realized and unrealized gain (loss)	3.87	.75	.64	3.38	3.96	(6.36)
Total from investment operations	3.94	.68	.51	3.20	3.89	(6.34)
Distributions from net investment income	(.01)	-	-	-	-	-
Distributions from net realized gain	(.01)	(1.91)	(1.33)	-	(.72)	(.95)
Total distributions	(.02)	(1.91)	(1.33)	-	(.72)	(.95)
Net asset value, end of period	$ 25.44	$ 21.52	$ 22.75	$ 23.57	$ 20.37	$ 17.20
Total Return B, C, D	18.34%	3.64%	1.94%	15.71%	23.69%	(26.93)%
Ratios to Average Net Assets F, I
Expenses before reductions	1.22% A	1.26%	1.51%	1.63%	1.74%	1.54%
Expenses net of fee waivers, if any	1.22% A	1.26%	1.51%	1.63%	1.65%	1.54%
Expenses net of all reductions	1.20% A	1.25%	1.51%	1.63%	1.65%	1.53%
Net investment income (loss)	.58% A	(.33)%	(.55)% H	(.81)%	(.41)%	.08%
Supplemental Data
Net assets, end of period (in millions)	$ 1,057	$ 1,054	$ 1,244	$ 1,356	$ 1,277	$ 1,020
Portfolio turnover rate G	34% A	69%	38%	43%	46%	98%

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

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

^F 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.

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

^H Investment income per share reflects a large, non-recurring dividend which amounted to $.04 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been (.70)%.

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

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

Semiannual Report

Financial Highlights - Class B

	Six months ended May 31, 2013	Years ended November 30,
	(Unaudited)	2012	2011	2010	2009	2008
Selected Per-Share Data
Net asset value, beginning of period	$ 19.27	$ 20.69	$ 21.66	$ 18.82	$ 16.02	$ 23.01
Income from Investment Operations
Net investment income (loss) E	- J	(.18)	(.25) H	(.27)	(.15)	(.10)
Net realized and unrealized gain (loss)	3.46	.67	.61	3.11	3.67	(5.94)
Total from investment operations	3.46	.49	.36	2.84	3.52	(6.04)
Distributions from net realized gain	-	(1.91)	(1.33)	-	(.72)	(.95)
Net asset value, end of period	$ 22.73	$ 19.27	$ 20.69	$ 21.66	$ 18.82	$ 16.02
Total Return B, C, D	17.96%	3.03%	1.39%	15.09%	23.10%	(27.38)%
Ratios to Average Net Assets F, I
Expenses before reductions	1.81% A	1.85%	2.10%	2.22%	2.31%	2.11%
Expenses net of fee waivers, if any	1.81% A	1.85%	2.10%	2.15%	2.15%	2.11%
Expenses net of all reductions	1.79% A	1.84%	2.10%	2.14%	2.15%	2.10%
Net investment income (loss)	(.02)% A	(.92)%	(1.14)% H	(1.33)%	(.91)%	(.50)%
Supplemental Data
Net assets, end of period (in millions)	$ 39	$ 40	$ 55	$ 76	$ 89	$ 87
Portfolio turnover rate G	34% A	69%	38%	43%	46%	98%

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

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

^F Fees and expenses of 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.

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

^H Investment income per share reflects a large, non-recurring dividend which amounted to $.03 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been (1.29)%.

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

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

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

Semiannual Report

Financial Highlights - Class C

	Six months ended May 31, 2013	Years ended November 30,
	(Unaudited)	2012	2011	2010	2009	2008
Selected Per-Share Data
Net asset value, beginning of period	$ 19.50	$ 20.90	$ 21.87	$ 19.00	$ 16.16	$ 23.20
Income from Investment Operations
Net investment income (loss) E	- J	(.17)	(.24) H	(.27)	(.15)	(.10)
Net realized and unrealized gain (loss)	3.51	.68	.60	3.14	3.71	(5.99)
Total from investment operations	3.51	.51	.36	2.87	3.56	(6.09)
Distributions from net realized gain	-	(1.91)	(1.33)	-	(.72)	(.95)
Net asset value, end of period	$ 23.01	$ 19.50	$ 20.90	$ 21.87	$ 19.00	$ 16.16
Total Return B, C, D	18.00%	3.10%	1.37%	15.11%	23.15%	(27.37)%
Ratios to Average Net Assets F, I
Expenses before reductions	1.77% A	1.81%	2.06%	2.18%	2.28%	2.10%
Expenses net of fee waivers, if any	1.77% A	1.81%	2.06%	2.15%	2.15%	2.10%
Expenses net of all reductions	1.75% A	1.80%	2.05%	2.14%	2.15%	2.09%
Net investment income (loss)	.03% A	(.88)%	(1.10)% H	(1.33)%	(.91)%	(.48)%
Supplemental Data
Net assets, end of period (in millions)	$ 308	$ 284	$ 328	$ 336	$ 299	$ 214
Portfolio turnover rate G	34% A	69%	38%	43%	46%	98%

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

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

^F Fees and expenses of 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.

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

^H Investment income per share reflects a large, non-recurring dividend which amounted to $.03 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been (1.25)%.

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

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

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

Semiannual Report

Financial Highlights - Institutional Class

	Six months ended May 31, 2013	Years ended November 30,
	(Unaudited)	2012	2011	2010	2009	2008
Selected Per-Share Data
Net asset value, beginning of period	$ 23.73	$ 24.77	$ 25.42	$ 21.86	$ 18.42	$ 26.03
Income from Investment Operations
Net investment income (loss) D	.14	.04	(.01) G	(.07)	.02	.14
Net realized and unrealized gain (loss)	4.26	.83	.69	3.63	4.24	(6.80)
Total from investment operations	4.40	.87	.68	3.56	4.26	(6.66)
Distributions from net investment income	(.13)	-	-	-	(.10)	-
Distributions from net realized gain	(.01)	(1.91)	(1.33)	-	(.72)	(.95)
Total distributions	(.15) I	(1.91)	(1.33)	-	(.82)	(.95)
Net asset value, end of period	$ 27.98	$ 23.73	$ 24.77	$ 25.42	$ 21.86	$ 18.42
Total Return B, C	18.65%	4.15%	2.49%	16.29%	24.31%	(26.56)%
Ratios to Average Net Assets E, H
Expenses before reductions	.72% A	.75%	1.01%	1.12%	1.21%	1.03%
Expenses net of fee waivers, if any	.72% A	.75%	1.01%	1.12%	1.15%	1.03%
Expenses net of all reductions	.70% A	.74%	1.00%	1.12%	1.15%	1.01%
Net investment income (loss)	1.08% A	.18%	(.05)% G	(.30)%	.09%	.59%
Supplemental Data
Net assets, end of period (in millions)	$ 1,116	$ 1,141	$ 1,314	$ 1,165	$ 977	$ 555
Portfolio turnover rate F	34% A	69%	38%	43%	46%	98%

^A Annualized

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

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

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

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

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

^G Investment income per share reflects a large, non-recurring dividend which amounted to $.04 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been (.19)%.

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

^I Total distributions of $.15 per share is comprised of distributions from net investment income of $.133 and distributions from net realized gain of $.014 per share.

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

Semiannual Report

Notes to Financial Statements

For the period ended May 31, 2013 (Unaudited)

(Amounts in thousands except percentages)

1. Organization.

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

2. Investments in Fidelity Central Funds.

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

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

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 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:

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except percentages)

3. Significant Accounting Policies - continued

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

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

Level 1 - quoted prices in active markets for identical investments

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

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

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

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

Debt securities, including restricted securities, are valued based on evaluated prices received from third party pricing vendors or from brokers who make markets in such securities. For U.S. government and government agency obligations, pricing vendors

Semiannual Report

3. Significant Accounting Policies - continued

Investment Valuation - continued

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

Futures contracts are valued at the settlement price established each day by the board of trade or exchange on which they are traded and are categorized as Level 1 in the hierarchy. 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 May 31, 2013, including information on transfers between Levels 1 and 2, 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

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except percentages)

3. Significant Accounting Policies - continued

Investment Transactions and Income - continued

cost and may include proceeds received from litigation. Dividend income is recorded on the ex-dividend date, except for certain dividends from foreign securities where the ex-dividend date may have passed, which are recorded as soon as the Fund is informed of the ex-dividend date. Non-cash dividends included in dividend income, if any, are recorded at the fair market value of the securities received. Distributions received on securities that represent a return of capital or capital gain are recorded as a reduction of cost of investments and/or as a realized gain. Subsequent to ex-dividend date the Fund determines the components of these distributions, based upon receipt of tax filings or other correspondence relating to the underlying investment. Interest income and distributions from the Fidelity Central Funds are accrued as earned. Interest income includes coupon interest and amortization of premium and accretion of discount on debt securities. Investment income is recorded net of foreign taxes withheld where recovery of such taxes is uncertain.

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

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

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

Semiannual Report

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

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

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

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

Gross unrealized appreciation	$ 853,896
Gross unrealized depreciation	(112,950)
Net unrealized appreciation (depreciation) on securities and other investments	$ 740,946
Tax cost	$ 3,144,803

Capital loss carryforwards are only available to offset future capital gains of the Fund to the extent provided by regulations and may be limited. Under the Regulated Investment Company Modernization Act of 2010 (the Act), the Fund is permitted to carry forward capital losses incurred in taxable years beginning after December 22, 2010 for an unlimited period and such capital losses are required to be used prior to any losses that expire. The capital loss carryforward information presented below, including any applicable limitation, is estimated as of fiscal period end and is subject to adjustment.

No expiration
Short-term	$ (40,976)

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.

New Accounting Pronouncement. The Financial Accounting Standards Board issued in December 2011, Accounting Standard Update No. 2011-11, Disclosures about Offsetting Assets and Liabilities, and in January 2013, Accounting Standards Update No. 2013-1 Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities.. These updates create new disclosure requirements requiring entities to disclose both gross and

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except percentages)

3. Significant Accounting Policies - continued

New Accounting Pronouncement - continued

net information for derivatives and other financial instruments that are either offset in the Statement of Assets and Liabilities or subject to an enforceable master netting arrangement or similar agreement. The disclosure requirements are effective for annual reporting periods beginning on or after January 1, 2013, and interim periods within those annual periods. Management is currently evaluating the impact of the update's adoption on the Fund's financial statement disclosures.

4. Derivative Instruments.

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

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

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

Equity Risk Equity risk relates to the fluctuations in the value of financial instruments as a result of changes in market prices (other than those arising from interest rate risk or foreign exchange risk), whether caused by factors specific to an individual investment, its issuer, or all factors affecting all instruments traded in a market or market segment.

The Fund is also exposed to additional risks from investing in derivatives, such as liquidity risk and counterparty credit risk. Liquidity risk is the risk that the Fund will be unable to close out the derivative in the open market in a timely manner. Counterparty credit risk is the risk that the counterparty will not be able to fulfill its obligation to the Fund. Counterparty credit risk related to exchange-traded futures contracts is 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.

Semiannual Report

4. Derivative Instruments - continued

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

Upon entering into a futures contract, a fund is required to deposit either cash or securities (initial margin) with a clearing broker in an amount equal to a certain percentage of the face value of the contract. Futures contracts are marked-to-market daily and subsequent 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 on futures contracts 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 and is representative of activity for the period. Securities deposited to meet initial margin requirements are identified in the Schedule of Investments. Cash deposited to meet initial margin requirements is presented as segregated cash in the Statement of Assets and Liabilities.

During the period the Fund recognized net realized gain (loss) of $6,617 and a change in net unrealized appreciation (depreciation) of $5,082 related to its investment in futures contracts. These amounts are included in the Statement of Operations.

5. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $614,853 and $1,266,725, respectively.

6. Fees and Other Transactions with Affiliates.

Management Fee. FMR and its affiliates provide the Fund with investment management related services for which the Fund pays a monthly management fee. The management fee is the sum of an individual fund fee rate that is based on an annual rate of .45% of the Fund's average net assets and an annualized group fee rate that averaged .26% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by FMR. The group fee rate decreases as assets under management increase and increases as assets under management decrease. In addition, the management fee is subject to a performance adjustment (up to a maximum of ± .20% of the Fund's average net assets over a 36 month performance period). The upward or downward adjustment to the management fee is based on the relative investment performance of the Institutional Class of the Fund as compared to an appropriate benchmark index. For the period, the total annualized management fee rate, including the performance adjustment, was .47% of the Fund's average net assets.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except percentages)

6. Fees and Other Transactions with Affiliates - continued

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

	Distribution Fee	Service Fee	Total Fees	Retained by FDC
Class A	-%	.25%	$ 1,513	$ 13
Class T	.25%	.25%	2,656	9
Class B	.75%	.25%	198	149
Class C	.75%	.25%	1,467	92
			$ 5,834	$ 263

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	$ 72
Class T	16
Class B*	26
Class C*	6
	$ 120

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

Transfer Agent Fees. Fidelity Investments Institutional Operations Company, Inc., (FIIOC), an affiliate of FMR, is the transfer, dividend disbursing and shareholder servicing agent for each class of the Fund. FIIOC receives account fees and asset-based fees that vary according to the account size and type of account of the shareholders of the respective classes of the Fund. FIIOC pays for typesetting, printing and mailing of

Semiannual Report

6. Fees and Other Transactions with Affiliates - continued

Transfer Agent Fees - continued

shareholder reports, except proxy statements. For the period, transfer agent fees for each class were as follows:

	Amount	% of Average Net Assets*
Class A	$ 1,562	.26
Class T	1,106	.21
Class B	59	.30
Class C	373	.25
Institutional Class	1,156	.20
	$ 4,256

* Annualized

Accounting and Security Lending Fees. Fidelity Service Company, Inc. (FSC), an affiliate of FMR, maintains the Fund's accounting records. The accounting fee is based on the level of average net assets for each month. Under a separate contract, FSC administers the security lending program. The security lending fee is based on the number and duration of lending transactions.

Brokerage Commissions. The Fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of the investment adviser. Brokerage commissions are included in net realized gain (loss) and change in net unrealized appreciation (depreciation) in the Statement of Operations. The commissions paid to these affiliated firms were $14 for the period.

7. Committed Line of Credit.

The Fund participates with other funds managed by FMR or an affiliate in a $4.25 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro-rata portion of the line of credit, which amounted to $5 and is reflected in Miscellaneous expenses on the Statement of Operations. During the period, there were no borrowings on this line of credit.

8. Security Lending.

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

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except percentages)

8. Security Lending - continued

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. 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 $913, including $7 from securities loaned to FCM.

9. Expense Reductions.

Many of the brokers with whom FMR places trades on behalf of the Fund provided services to the Fund in addition to trade execution. These services included payments of certain expenses on behalf of the Fund totaling $342 for the period.

10. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

	Six months ended May 31, 2013	Year ended November 30, 2012
From net investment income
Class A	$ 2,598	$ -
Class T	386	-
Institutional Class	6,266	-
Total	$ 9,250	$ -
From net realized gain
Class A	$ 743	$ 117,808
Class T	678	103,545
Class B	-	5,032
Class C	-	29,813
Institutional Class	659	101,403
Total	$ 2,080	$ 357,601

Semiannual Report

11. Share Transactions.

Transactions for each class of shares were as follows:

	Shares		Dollars
	Six months ended May 31, 2013	Year ended November 30, 2012	Six months ended May 31, 2013	Year ended November 30, 2012
Class A
Shares sold	4,090	12,312	$ 100,376	$ 276,482
Reinvestment of distributions	140	5,215	3,122	108,709
Shares redeemed	(11,849)	(25,473)	(287,327)	(571,082)
Net increase (decrease)	(7,619)	(7,946)	$ (183,829)	$ (185,891)
Class T
Shares sold	3,881	9,256	$ 91,573	$ 199,877
Reinvestment of distributions	47	4,916	1,017	98,476
Shares redeemed	(11,363)	(19,846)	(267,206)	(425,632)
Net increase (decrease)	(7,435)	(5,674)	$ (174,616)	$ (127,279)
Class B
Shares sold	5	50	$ 126	$ 930
Reinvestment of distributions	-	259	-	4,675
Shares redeemed	(382)	(898)	(8,019)	(17,325)
Net increase (decrease)	(377)	(589)	$ (7,893)	$ (11,720)
Class C
Shares sold	893	1,952	$ 19,158	$ 38,194
Reinvestment of distributions	-	1,471	-	26,825
Shares redeemed	(2,102)	(4,534)	(44,271)	(88,156)
Net increase (decrease)	(1,209)	(1,111)	$ (25,113)	$ (23,137)
Institutional Class
Shares sold	6,133	15,032	$ 154,221	$ 356,876
Reinvestment of distributions	264	3,988	6,205	87,654
Shares redeemed	(14,591)	(23,976)	(375,040)	(557,842)
Net increase (decrease)	(8,194)	(4,956)	$ (214,614)	$ (113,312)

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except percentages)

12. Other.

The Fund's organizational documents provide former and current trustees and officers with a limited indemnification against liabilities arising in connection with the performance of their duties to the Fund. In the normal course of business, the Fund may also enter into contracts that provide general indemnifications. The Fund's maximum exposure under these arrangements is unknown as this would be dependent on future claims that may be made against the Fund. The risk of material loss from such claims is considered remote.

Semiannual Report

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)

ASCFI-USAN-0713
1.786802.110

(Fidelity Investment logo)(registered trademark)
Fidelity Advisor®

Small Cap

Fund - Class A, Class T, Class B
and Class C

Semiannual Report

May 31, 2013

(Fidelity Cover Art)

Contents

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.

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.

All other marks appearing herein are registered or unregistered trademarks or service marks of FMR LLC or an affiliated company. © 2013 FMR LLC. All rights reserved.

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.

Semiannual Report

Shareholder Expense Example

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including sales charges (loads) on purchase payments or redemption proceeds, and (2) ongoing costs, including management fees, distribution and/or service (12b-1) fees and other Fund expenses. This Example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (December 1, 2012 to May 31, 2013).

Actual Expenses

The first line of the accompanying table for each class of the Fund provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000.00 (for example, an $8,600 account value divided by $1,000.00 = 8.6), then multiply the result by the number in the first line for a class of the Fund under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period. 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.

Semiannual Report

Shareholder Expense Example - continued

	Annualized Expense RatioB	Beginning Account Value December 1, 2012	Ending Account Value May 31, 2013	Expenses Paid During Period* December 1, 2012 to May 31, 2013
Class A	1.02%
Actual		$ 1,000.00	$ 1,184.20	$ 5.55
HypotheticalA		$ 1,000.00	$ 1,019.85	$ 5.14
Class T	1.22%
Actual		$ 1,000.00	$ 1,183.40	$ 6.64
HypotheticalA		$ 1,000.00	$ 1,018.85	$ 6.14
Class B	1.81%
Actual		$ 1,000.00	$ 1,179.60	$ 9.84
HypotheticalA		$ 1,000.00	$ 1,015.91	$ 9.10
Class C	1.77%
Actual		$ 1,000.00	$ 1,180.00	$ 9.62
HypotheticalA		$ 1,000.00	$ 1,016.11	$ 8.90
Institutional Class	.72%
Actual		$ 1,000.00	$ 1,186.50	$ 3.92
HypotheticalA		$ 1,000.00	$ 1,021.34	$ 3.63

^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 182/365 (to reflect the one-half year period).

Semiannual Report

Investment Changes (Unaudited)

Top Ten Stocks as of May 31, 2013
	% of fund's net assets	% of fund's net assets 6 months ago
Prestige Brands Holdings, Inc.	1.9	1.6
PolyOne Corp.	1.7	1.3
Ascena Retail Group, Inc.	1.7	1.8
Primerica, Inc.	1.6	1.4
Dorman Products, Inc.	1.5	1.2
Teledyne Technologies, Inc.	1.5	1.2
Stamps.com, Inc.	1.4	1.0
WESCO International, Inc.	1.4	1.2
Actuant Corp. Class A	1.4	1.2
The Ensign Group, Inc.	1.3	1.0
	15.4
Top Five Market Sectors as of May 31, 2013
	% of fund's net assets	% of fund's net assets 6 months ago
Financials	22.2	18.0
Consumer Discretionary	18.6	20.4
Information Technology	14.7	14.1
Industrials	13.7	15.4
Health Care	9.7	12.2

Asset Allocation (% of fund's net assets)
As of May 31, 2013*			As of November 30, 2012**
	Stocks and Equity Futures 99.8%			Stocks 99.1%
	Short-Term Investments and Net Other Assets (Liabilities) 0.2%			Short-Term Investments and Net Other Assets (Liabilities) 0.9%
* Foreign investments		17.9%	** Foreign investments		18.8%

Semiannual Report

Investments May 31, 2013 (Unaudited)

Showing Percentage of Net Assets

Common Stocks - 97.5%
	Shares		Value (000s)
CONSUMER DISCRETIONARY - 18.6%
Auto Components - 1.5%
Dorman Products, Inc.	1,250,000		$ 55,663
Diversified Consumer Services - 2.4%
Best Bridal, Inc. (e)	15,908		27,800
Grand Canyon Education, Inc. (a)	1,250,000		40,150
Meiko Network Japan Co. Ltd. (e)	1,800,000		22,521
			90,471
Hotels, Restaurants & Leisure - 2.1%
AFC Enterprises, Inc. (a)	500,000		18,230
Life Time Fitness, Inc. (a)	550,000		27,412
Texas Roadhouse, Inc. Class A	1,400,000		33,110
			78,752
Household Durables - 1.7%
Hajime Construction Co. Ltd. (d)	400,000		22,231
Tupperware Brands Corp.	500,000		40,490
			62,721
Specialty Retail - 7.5%
Aarons, Inc. Class A	1,200,000		33,708
Aeropostale, Inc. (a)	3,256,300		47,575
Ascena Retail Group, Inc. (a)	3,150,000		64,040
Genesco, Inc. (a)	500,000		33,790
Jumbo SA	1,550,000		15,593
Office Depot, Inc. (a)(d)	7,000,000		30,870
OfficeMax, Inc. (d)	2,000,000		26,060
Penske Automotive Group, Inc.	900,000		28,899
			280,535
Textiles, Apparel & Luxury Goods - 3.4%
Skechers U.S.A., Inc. Class A (sub. vtg.) (a)	2,100,000		47,250
Steven Madden Ltd. (a)	800,000		38,800
Wolverine World Wide, Inc.	800,000		41,880
			127,930
TOTAL CONSUMER DISCRETIONARY			696,072
CONSUMER STAPLES - 5.1%
Food & Staples Retailing - 1.5%
Ain Pharmaciez, Inc.	130,000		5,070
Sundrug Co. Ltd.	690,000		26,298
Tsuruha Holdings, Inc.	300,000		24,154
			55,522
Common Stocks - continued
	Shares		Value (000s)
CONSUMER STAPLES - continued
Food Products - 0.9%
Darling International, Inc. (a)	1,600,000		$ 31,376
Personal Products - 2.7%
Atrium Innovations, Inc. (a)(e)	2,300,000		31,591
Prestige Brands Holdings, Inc. (a)	2,400,000		70,532
			102,123
TOTAL CONSUMER STAPLES			189,021
ENERGY - 7.3%
Energy Equipment & Services - 3.8%
Cathedral Energy Services Ltd. (e)	2,900,000		12,867
Key Energy Services, Inc. (a)	4,391,830		28,459
Oil States International, Inc. (a)	350,000		34,475
Pason Systems, Inc. (d)	2,100,000		35,852
Unit Corp. (a)	150,000		6,776
Western Energy Services Corp. (a)(f)	1,080,720		7,380
Western Energy Services Corp.	2,600,000		17,755
			143,564
Oil, Gas & Consumable Fuels - 3.5%
BP Prudhoe Bay Royalty Trust	80,811		7,198
Hargreaves Services PLC	1,200,000		16,337
Sunoco Logistics Partners LP	600,000		36,324
Ultra Petroleum Corp. (a)(d)	900,000		20,502
World Fuel Services Corp.	1,200,000		48,876
			129,237
TOTAL ENERGY			272,801
FINANCIALS - 22.2%
Capital Markets - 1.1%
Virtus Investment Partners, Inc. (a)	185,000		42,894
Commercial Banks - 6.5%
Bank of the Ozarks, Inc.	850,000		37,103
City National Corp.	250,000		15,690
Commerce Bancshares, Inc.	400,000		17,408
East West Bancorp, Inc.	1,300,000		34,242
First Financial Bankshares, Inc. (d)	650,000		35,750
Prosperity Bancshares, Inc.	700,000		35,063
Common Stocks - continued
	Shares		Value (000s)
FINANCIALS - continued
Commercial Banks - continued
Sterling Financial Corp.	1,300,000		$ 29,406
SVB Financial Group (a)	500,000		38,695
			243,357
Consumer Finance - 1.0%
EZCORP, Inc. (non-vtg.) Class A (a)	2,014,200		38,532
Insurance - 6.3%
CNO Financial Group, Inc.	2,600,000		32,084
Enstar Group Ltd. (a)	200,000		25,254
HCC Insurance Holdings, Inc.	1,100,000		47,135
Primerica, Inc.	1,700,000		59,874
ProAssurance Corp.	700,000		35,140
Reinsurance Group of America, Inc.	540,000		35,581
			235,068
Real Estate Investment Trusts - 6.0%
Aviv REIT, Inc.	1,300,000		33,696
EPR Properties	600,000		31,452
Equity Lifestyle Properties, Inc.	400,000		30,868
First Industrial Realty Trust, Inc.	2,000,000		33,780
National Health Investors, Inc.	500,000		31,135
Rouse Properties, Inc. (d)	1,600,000		32,176
Sovran Self Storage, Inc.	500,000		32,435
			225,542
Real Estate Management & Development - 0.5%
Relo Holdings Corp.	380,000		16,796
Thrifts & Mortgage Finance - 0.8%
EverBank Financial Corp.	1,900,000		29,830
TOTAL FINANCIALS			832,019
HEALTH CARE - 9.7%
Biotechnology - 0.9%
United Therapeutics Corp. (a)	500,000		33,235
Health Care Equipment & Supplies - 1.7%
DENTSPLY International, Inc.	600,000		25,056
The Cooper Companies, Inc.	350,000		39,554
			64,610
Health Care Providers & Services - 6.2%
AmSurg Corp. (a)	1,300,000		46,189
Centene Corp. (a)	400,000		19,800
Common Stocks - continued
	Shares		Value (000s)
HEALTH CARE - continued
Health Care Providers & Services - continued
Community Health Systems, Inc.	900,000		$ 43,353
Healthways, Inc. (a)	900,000		12,105
Henry Schein, Inc. (a)	300,000		28,887
MEDNAX, Inc. (a)	350,000		32,491
The Ensign Group, Inc. (e)	1,400,000		50,498
			233,323
Pharmaceuticals - 0.9%
Jazz Pharmaceuticals PLC (a)	500,000		33,985
TOTAL HEALTH CARE			365,153
INDUSTRIALS - 13.7%
Aerospace & Defense - 3.2%
Moog, Inc. Class A (a)	1,000,000		50,070
QinetiQ Group PLC	5,000,000		14,077
Teledyne Technologies, Inc. (a)	700,000		54,054
			118,201
Commercial Services & Supplies - 3.1%
ACCO Brands Corp.	2,568,946		18,368
Mitie Group PLC	6,500,000		25,668
UniFirst Corp.	450,000		42,705
West Corp.	1,250,000		28,625
			115,366
Construction & Engineering - 1.9%
AECOM Technology Corp. (a)	700,000		21,553
Badger Daylighting Ltd. (d)(e)	860,000		41,053
Imtech NV (a)(d)	700,000		8,445
			71,051
Machinery - 1.6%
Actuant Corp. Class A	1,500,000		51,000
Hy-Lok Corp.	400,000		8,410
Standex International Corp.	31,682		1,653
			61,063
Marine - 0.2%
SITC International Holdings Co. Ltd.	21,000,000		8,050
Professional Services - 0.8%
Benefit One, Inc.	10,500		14,778
Stantec, Inc.	400,000		16,972
			31,750
Common Stocks - continued
	Shares		Value (000s)
INDUSTRIALS - continued
Trading Companies & Distributors - 2.9%
Applied Industrial Technologies, Inc.	55,169		$ 2,652
DXP Enterprises, Inc. (a)	400,000		23,628
Textainer Group Holdings Ltd.	800,000		29,992
WESCO International, Inc. (a)	700,000		51,982
			108,254
TOTAL INDUSTRIALS			513,735
INFORMATION TECHNOLOGY - 14.7%
Communications Equipment - 0.9%
NETGEAR, Inc. (a)	1,050,000		34,944
Electronic Equipment & Components - 1.9%
Insight Enterprises, Inc. (a)(e)	2,250,000		43,313
ScanSource, Inc. (a)	861,081		27,494
			70,807
Internet Software & Services - 3.3%
Perficient, Inc. (a)(e)	2,800,000		35,280
Stamps.com, Inc. (a)(e)	1,400,000		53,368
ValueClick, Inc. (a)	1,400,000		36,876
			125,524
IT Services - 6.2%
Acxiom Corp. (a)	1,100,000		24,189
EPAM Systems, Inc. (a)	2,100,000		48,636
ExlService Holdings, Inc. (a)	1,000,000		29,330
Genpact Ltd.	1,700,000		32,895
Global Payments, Inc.	700,000		33,572
iGate Corp. (a)	2,600,000		37,726
WEX, Inc. (a)	350,000		25,855
			232,203
Semiconductors & Semiconductor Equipment - 0.9%
Omnivision Technologies, Inc. (a)(d)	1,800,000		33,246
Software - 1.5%
NIIT Technologies Ltd. (e)	3,800,000		17,788
Simplex Holdings, Inc. (d)(e)	33,000		12,192
SWORD Group (e)	673,226		10,238
Zensar Technologies Ltd. (a)(e)	3,499,999		15,332
			55,550
TOTAL INFORMATION TECHNOLOGY			552,274
Common Stocks - continued
	Shares		Value (000s)
MATERIALS - 5.8%
Chemicals - 3.1%
Axiall Corp.	600,000		$ 25,890
FUCHS PETROLUB AG	350,000		25,921
PolyOne Corp.	2,500,000		64,225
			116,036
Metals & Mining - 2.7%
Aurubis AG	450,000		27,191
Maharashtra Seamless Ltd. (a)	700,000		2,849
Reliance Steel & Aluminum Co.	400,000		26,308
SunCoke Energy, Inc. (a)	2,900,000		44,950
			101,298
TOTAL MATERIALS			217,334
UTILITIES - 0.4%
Gas Utilities - 0.4%
New Jersey Resources Corp.	300,000		13,614
TOTAL COMMON STOCKS (Cost $2,911,077)		3,652,023

U.S. Treasury Obligations - 0.2%
	Principal Amount (000s)
U.S. Treasury Bills, yield at date of purchase 0.03% to 0.06% 7/5/13 to 7/25/13 (g) (Cost $8,370)	$ 8,370	8,370

Money Market Funds - 6.0%
	Shares		Value (000s)
Fidelity Cash Central Fund, 0.12% (b)	135,087,957		$ 135,088
Fidelity Securities Lending Cash Central Fund, 0.12% (b)(c)	90,267,870		90,268
TOTAL MONEY MARKET FUNDS (Cost $225,356)		225,356
TOTAL INVESTMENT PORTFOLIO - 103.7% (Cost $3,144,803)			3,885,749
NET OTHER ASSETS (LIABILITIES) - (3.7)%			(137,328)
NET ASSETS - 100%		$ 3,748,421

Futures Contracts
	Expiration Date	Underlying Face Amount at Value (000s)	Unrealized Appreciation/ (Depreciation) (000s)
Purchased
Equity Index Contracts
876 Russell 2000 Mini Index Contracts	June 2013	$ 86,120	$ 5,082

The face value of futures purchased as a percentage of net assets is 2.3%

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 are available on the SEC's website or upon request.

(c) Investment made with cash collateral received from securities on loan.

(d) Security or a portion of the security is on loan at period end.

(e) Affiliated company

(f) Security exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. At the end of the period, the value of these securities amounted to $7,380,000 or 0.2% of net assets.

(g) Security or a portion of the security was pledged to cover margin requirements for futures contracts. At the period end, the value of securities pledged amounted to $4,810,000.

Affiliated Central Funds

Information regarding fiscal year to date income earned by the Fund from investments in Fidelity Central Funds is as follows:

Fund	Income earned (Amounts in thousands)
Fidelity Cash Central Fund	$ 51
Fidelity Securities Lending Cash Central Fund	913
Total	$ 964

Other Affiliated Issuers

An affiliated company is a company in which the Fund has ownership of at least 5% of the voting securities. Fiscal year to date transactions with companies which are or were affiliates are as follows:

Affiliate (Amounts in thousands)	Value, beginning of period	Purchases	Sales Proceeds	Dividend Income	Value, end of period
Aeropostale, Inc.	$ 56,018	$ -	$ 11,199	$ -	$ -
AFC Enterprises, Inc.	32,238	-	21,215	-	-
Atrium Innovations, Inc.	26,627	-	-	-	31,591
Badger Daylighting Ltd.	26,674	-	-	388	41,053
Benefit One, Inc.	13,959	-	3,343	430	-
Best Bridal, Inc.	16,354	-	-	174	27,800
Cathedral Energy Services Ltd.	15,502	-	-	367	12,867
CBIZ, Inc.	29,631	-	31,193	-	-
Healthways, Inc.	24,886	-	16,895	-	-
iGate Corp.	64,457	-	29,081	-	-
Insight Enterprises, Inc.	59,290	-	24,727	-	43,313
Meiko Network Japan Co. Ltd.	25,756	-	8,843	291	22,521
NIIT Technologies Ltd.	19,569	-	-	-	17,788
Perficient, Inc.	30,492	-	-	-	35,280
Prestige Brands Holdings, Inc.	58,320	-	8,139	-	-
Simplex Holdings, Inc.	10,454	-	2,062	194	12,192
Stamps.com, Inc.	35,518	-	-	-	53,368
SWORD Group	13,117	-	2,323	561	10,238
The Ensign Group, Inc.	36,106	-	-	182	50,498
Zensar Technologies Ltd.	15,637	1,208	-	230	15,332
Total	$ 610,605	$ 1,208	$ 159,020	$ 2,817	$ 373,841

Other Information

The following is a summary of the inputs used, as of May 31, 2013, involving the Fund's assets and liabilities carried at fair value. The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs, and their aggregation into the levels used in the tables below, please refer to the Investment Valuation section in the accompanying Notes to Financial Statements.

Valuation Inputs at Reporting Date:
Description (Amounts in thousands)	Total	Level 1	Level 2	Level 3
Investments in Securities:
Equities:
Consumer Discretionary	$ 696,072	$ 623,520	$ 72,552	$ -
Consumer Staples	189,021	133,499	55,522	-
Energy	272,801	272,801	-	-
Financials	832,019	815,223	16,796	-
Health Care	365,153	365,153	-	-
Industrials	513,735	482,497	31,238	-
Information Technology	552,274	506,962	45,312	-
Materials	217,334	214,485	2,849	-
Utilities	13,614	13,614	-	-
U.S. Government and Government Agency Obligations	8,370	-	8,370	-
Money Market Funds	225,356	225,356	-	-
Total Investments in Securities:	$ 3,885,749	$ 3,653,110	$ 232,639	$ -
Derivative Instruments:
Assets
Futures Contracts	$ 5,082	$ 5,082	$ -	$ -

The following is a summary of transfers between Level 1 and Level 2 for the period ended May 31, 2013. Transfers are assumed to have occurred at the beginning of the period, and are primarily attributable to the valuation techniques used for foreign equity securities, as discussed in the accompanying Notes to Financial Statements:

Transfers	Total (000s)
Level 1 to Level 2	$ 53,074
Level 2 to Level 1	$ 0

Value of Derivative Instruments

The following table is a summary of the Fund's value of derivative instruments by primary risk exposure as of May 31, 2013. For additional information on derivative instruments, please refer to the Derivative Instruments section in the accompanying Notes to Financial Statements.

Primary Risk Exposure / Derivative Type	Value (000s)
	Asset	Liability
Equity Risk
Futures Contracts (a)	$ 5,082	$ -
Total Value of Derivatives	$ 5,082	$ -

(a) Reflects cumulative appreciation/depreciation on futures contracts as disclosed in the Schedule of Investments. Only the period end variation margin is separately disclosed in the Statement of Assets and Liabilities and is included in the receivable/payable for daily variation margin on derivative instruments line-items.

Distribution of investments by country or territory of incorporation, as a percentage of total net assets, is as follows. (Unaudited)

United States of America	82.1%
Canada	4.8%
Japan	4.6%
Bermuda	2.4%
United Kingdom	1.5%
Germany	1.4%
India	1.0%
Others (Individually Less Than 1%)	2.2%
	100.0%

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Financial Statements

Statement of Assets and Liabilities

Amounts in thousands (except per-share amounts)	May 31, 2013 (Unaudited)
Assets
Investment in securities, at value (including securities loaned of $87,278) - See accompanying schedule: Unaffiliated issuers (cost $2,628,911)	$ 3,286,552
Fidelity Central Funds (cost $225,356)	225,356
Other affiliated issuers (cost $290,536)	373,841
Total Investments (cost $3,144,803)		$ 3,885,749
Cash		1,313
Receivable for investments sold		2,084
Receivable for fund shares sold		2,768
Dividends receivable		2,572
Distributions receivable from Fidelity Central Funds		104
Prepaid expenses		2
Other receivables		34
Total assets		3,894,626
Liabilities
Payable for investments purchased	$ 41,481
Payable for fund shares redeemed	10,226
Accrued management fee	1,489
Distribution and service plan fees payable	988
Payable for daily variation margin on futures contracts	911
Other affiliated payables	782
Other payables and accrued expenses	60
Collateral on securities loaned, at value	90,268
Total liabilities		146,205
Net Assets		$ 3,748,421
Net Assets consist of:
Paid in capital		$ 2,776,956
Undistributed net investment income		331
Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions		225,170
Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies		745,964
Net Assets		$ 3,748,421

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Statement of Assets and Liabilities - continued

Amounts in thousands (except per-share amounts)	May 31, 2013 (Unaudited)
Calculation of Maximum Offering Price Class A: Net Asset Value and redemption price per share ($1,228,934 ÷ 46,357.8 shares)		$ 26.51
Maximum offering price per share (100/94.25 of $26.51)		$ 28.13
Class T: Net Asset Value and redemption price per share ($1,057,230 ÷ 41,554.8 shares)		$ 25.44
Maximum offering price per share (100/96.50 of $25.44)		$ 26.36
Class B: Net Asset Value and offering price per share ($38,773 ÷ 1,705.5 shares)A		$ 22.73
Class C: Net Asset Value and offering price per share ($307,596 ÷ 13,369.7 shares)A		$ 23.01
Institutional Class: Net Asset Value, offering price and redemption price per share ($1,115,888 ÷ 39,885.8 shares)		$ 27.98

^A Redemption price per share is equal to net asset value less any applicable contingent deferred sales charge.

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Financial Statements - continued

Statement of Operations

Amounts in thousands Six months ended May 31, 2013 (Unaudited)
Investment Income
Dividends (including $2,817 earned from other affiliated issuers)		$ 32,372
Interest		2
Income from Fidelity Central Funds		964
Total income		33,338
Expenses
Management fee Basic fee	$ 13,223
Performance adjustment	(4,358)
Transfer agent fees	4,256
Distribution and service plan fees	5,834
Accounting and security lending fees	523
Custodian fees and expenses	76
Independent trustees' compensation	12
Registration fees	72
Audit	41
Legal	5
Miscellaneous	20
Total expenses before reductions	19,704
Expense reductions	(342)	19,362
Net investment income (loss)		13,976
Realized and Unrealized Gain (Loss) Net realized gain (loss) on:
Investment securities:
Unaffiliated issuers	249,719
Other affiliated issuers	11,833
Foreign currency transactions	(111)
Futures contracts	6,617
Total net realized gain (loss)		268,058
Change in net unrealized appreciation (depreciation) on: Investment securities	347,234
Assets and liabilities in foreign currencies	(39)
Futures contracts	5,082
Total change in net unrealized appreciation (depreciation)		352,277
Net gain (loss)		620,335
Net increase (decrease) in net assets resulting from operations		$ 634,311

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Statement of Changes in Net Assets

Amounts in thousands	Six months ended May 31, 2013 (Unaudited)	Year ended November 30, 2012
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$ 13,976	$ (6,474)
Net realized gain (loss)	268,058	(41,068)
Change in net unrealized appreciation (depreciation)	352,277	195,754
Net increase (decrease) in net assets resulting from operations	634,311	148,212
Distributions to shareholders from net investment income	(9,250)	-
Distributions to shareholders from net realized gain	(2,080)	(357,601)
Total distributions	(11,330)	(357,601)
Share transactions - net increase (decrease)	(606,065)	(461,339)
Total increase (decrease) in net assets	16,916	(670,728)
Net Assets
Beginning of period	3,731,505	4,402,233
End of period (including undistributed net investment income of $331 and accumulated net investment loss of $4,395, respectively)	$ 3,748,421	$ 3,731,505

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Financial Highlights - Class A

	Six months ended May 31, 2013	Years ended November 30,
	(Unaudited)	2012	2011	2010	2009	2008
Selected Per-Share Data
Net asset value, beginning of period	$ 22.45	$ 23.60	$ 24.35	$ 21.00	$ 17.69	$ 25.12
Income from Investment Operations
Net investment income (loss) E	.10	(.03)	(.09) H	(.13)	(.03)	.06
Net realized and unrealized gain (loss)	4.02	.79	.67	3.48	4.09	(6.54)
Total from investment operations	4.12	.76	.58	3.35	4.06	(6.48)
Distributions from net investment income	(.05)	-	-	-	(.03)	-
Distributions from net realized gain	(.01)	(1.91)	(1.33)	-	(.72)	(.95)
Total distributions	(.06)	(1.91)	(1.33)	-	(.75)	(.95)
Net asset value, end of period	$ 26.51	$ 22.45	$ 23.60	$ 24.35	$ 21.00	$ 17.69
Total Return B, C, D	18.42%	3.87%	2.17%	15.95%	24.04%	(26.81)%
Ratios to Average Net Assets F, I
Expenses before reductions	1.02% A	1.06%	1.31%	1.44%	1.53%	1.35%
Expenses net of fee waivers, if any	1.02% A	1.06%	1.31%	1.40%	1.40%	1.35%
Expenses net of all reductions	1.00% A	1.06%	1.31%	1.40%	1.40%	1.34%
Net investment income (loss)	.78% A	(.13)%	(.35)% H	(.58)%	(.16)%	.27%
Supplemental Data
Net assets, end of period (in millions)	$ 1,229	$ 1,212	$ 1,461	$ 1,501	$ 1,223	$ 802
Portfolio turnover rate G	34% A	69%	38%	43%	46%	98%

^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 Total returns do not include the effect of the sales charges.

^E Calculated based on average shares outstanding during the period.

^F 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.

^G Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

^H Investment income per share reflects a large, non-recurring dividend which amounted to $.04 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been (.50)%.

^I Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Financial Highlights - Class T

	Six months ended May 31, 2013	Years ended November 30,
	(Unaudited)	2012	2011	2010	2009	2008
Net asset value, beginning of period	$ 21.52	$ 22.75	$ 23.57	$ 20.37	$ 17.20	$ 24.49
Income from Investment Operations
Net investment income (loss) E	.07	(.07)	(.13) H	(.18)	(.07)	.02
Net realized and unrealized gain (loss)	3.87	.75	.64	3.38	3.96	(6.36)
Total from investment operations	3.94	.68	.51	3.20	3.89	(6.34)
Distributions from net investment income	(.01)	-	-	-	-	-
Distributions from net realized gain	(.01)	(1.91)	(1.33)	-	(.72)	(.95)
Total distributions	(.02)	(1.91)	(1.33)	-	(.72)	(.95)
Net asset value, end of period	$ 25.44	$ 21.52	$ 22.75	$ 23.57	$ 20.37	$ 17.20
Total Return B, C, D	18.34%	3.64%	1.94%	15.71%	23.69%	(26.93)%
Ratios to Average Net Assets F, I
Expenses before reductions	1.22% A	1.26%	1.51%	1.63%	1.74%	1.54%
Expenses net of fee waivers, if any	1.22% A	1.26%	1.51%	1.63%	1.65%	1.54%
Expenses net of all reductions	1.20% A	1.25%	1.51%	1.63%	1.65%	1.53%
Net investment income (loss)	.58% A	(.33)%	(.55)% H	(.81)%	(.41)%	.08%
Supplemental Data
Net assets, end of period (in millions)	$ 1,057	$ 1,054	$ 1,244	$ 1,356	$ 1,277	$ 1,020
Portfolio turnover rate G	34% A	69%	38%	43%	46%	98%

^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 Total returns do not include the effect of the sales charges.

^E Calculated based on average shares outstanding during the period.

^F 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.

^G Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

^H Investment income per share reflects a large, non-recurring dividend which amounted to $.04 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been (.70)%.

^I Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Financial Highlights - Class B

	Six months ended May 31, 2013	Years ended November 30,
	(Unaudited)	2012	2011	2010	2009	2008
Selected Per-Share Data
Net asset value, beginning of period	$ 19.27	$ 20.69	$ 21.66	$ 18.82	$ 16.02	$ 23.01
Income from Investment Operations
Net investment income (loss) E	- J	(.18)	(.25) H	(.27)	(.15)	(.10)
Net realized and unrealized gain (loss)	3.46	.67	.61	3.11	3.67	(5.94)
Total from investment operations	3.46	.49	.36	2.84	3.52	(6.04)
Distributions from net realized gain	-	(1.91)	(1.33)	-	(.72)	(.95)
Net asset value, end of period	$ 22.73	$ 19.27	$ 20.69	$ 21.66	$ 18.82	$ 16.02
Total Return B, C, D	17.96%	3.03%	1.39%	15.09%	23.10%	(27.38)%
Ratios to Average Net Assets F, I
Expenses before reductions	1.81% A	1.85%	2.10%	2.22%	2.31%	2.11%
Expenses net of fee waivers, if any	1.81% A	1.85%	2.10%	2.15%	2.15%	2.11%
Expenses net of all reductions	1.79% A	1.84%	2.10%	2.14%	2.15%	2.10%
Net investment income (loss)	(.02)% A	(.92)%	(1.14)% H	(1.33)%	(.91)%	(.50)%
Supplemental Data
Net assets, end of period (in millions)	$ 39	$ 40	$ 55	$ 76	$ 89	$ 87
Portfolio turnover rate G	34% A	69%	38%	43%	46%	98%

^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 Total returns do not include the effect of the contingent deferred sales charge.

^E Calculated based on average shares outstanding during the period.

^F Fees and expenses of 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.

^G Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

^H Investment income per share reflects a large, non-recurring dividend which amounted to $.03 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been (1.29)%.

^I Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

^J Amount represents less than $.01 per share.

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Financial Highlights - Class C

	Six months ended May 31, 2013	Years ended November 30,
	(Unaudited)	2012	2011	2010	2009	2008
Selected Per-Share Data
Net asset value, beginning of period	$ 19.50	$ 20.90	$ 21.87	$ 19.00	$ 16.16	$ 23.20
Income from Investment Operations
Net investment income (loss) E	- J	(.17)	(.24) H	(.27)	(.15)	(.10)
Net realized and unrealized gain (loss)	3.51	.68	.60	3.14	3.71	(5.99)
Total from investment operations	3.51	.51	.36	2.87	3.56	(6.09)
Distributions from net realized gain	-	(1.91)	(1.33)	-	(.72)	(.95)
Net asset value, end of period	$ 23.01	$ 19.50	$ 20.90	$ 21.87	$ 19.00	$ 16.16
Total Return B, C, D	18.00%	3.10%	1.37%	15.11%	23.15%	(27.37)%
Ratios to Average Net Assets F, I
Expenses before reductions	1.77% A	1.81%	2.06%	2.18%	2.28%	2.10%
Expenses net of fee waivers, if any	1.77% A	1.81%	2.06%	2.15%	2.15%	2.10%
Expenses net of all reductions	1.75% A	1.80%	2.05%	2.14%	2.15%	2.09%
Net investment income (loss)	.03% A	(.88)%	(1.10)% H	(1.33)%	(.91)%	(.48)%
Supplemental Data
Net assets, end of period (in millions)	$ 308	$ 284	$ 328	$ 336	$ 299	$ 214
Portfolio turnover rate G	34% A	69%	38%	43%	46%	98%

^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 Total returns do not include the effect of the contingent deferred sales charge.

^E Calculated based on average shares outstanding during the period.

^F Fees and expenses of 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.

^G Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

^H Investment income per share reflects a large, non-recurring dividend which amounted to $.03 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been (1.25)%.

^I Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

^J Amount represents less than $.01 per share.

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Financial Highlights - Institutional Class

	Six months ended May 31, 2013	Years ended November 30,
	(Unaudited)	2012	2011	2010	2009	2008
Selected Per-Share Data
Net asset value, beginning of period	$ 23.73	$ 24.77	$ 25.42	$ 21.86	$ 18.42	$ 26.03
Income from Investment Operations
Net investment income (loss) D	.14	.04	(.01) G	(.07)	.02	.14
Net realized and unrealized gain (loss)	4.26	.83	.69	3.63	4.24	(6.80)
Total from investment operations	4.40	.87	.68	3.56	4.26	(6.66)
Distributions from net investment income	(.13)	-	-	-	(.10)	-
Distributions from net realized gain	(.01)	(1.91)	(1.33)	-	(.72)	(.95)
Total distributions	(.15) I	(1.91)	(1.33)	-	(.82)	(.95)
Net asset value, end of period	$ 27.98	$ 23.73	$ 24.77	$ 25.42	$ 21.86	$ 18.42
Total Return B, C	18.65%	4.15%	2.49%	16.29%	24.31%	(26.56)%
Ratios to Average Net Assets E, H
Expenses before reductions	.72% A	.75%	1.01%	1.12%	1.21%	1.03%
Expenses net of fee waivers, if any	.72% A	.75%	1.01%	1.12%	1.15%	1.03%
Expenses net of all reductions	.70% A	.74%	1.00%	1.12%	1.15%	1.01%
Net investment income (loss)	1.08% A	.18%	(.05)% G	(.30)%	.09%	.59%
Supplemental Data
Net assets, end of period (in millions)	$ 1,116	$ 1,141	$ 1,314	$ 1,165	$ 977	$ 555
Portfolio turnover rate F	34% A	69%	38%	43%	46%	98%

^A Annualized

^B Total returns for periods of less than one year are not annualized.

^C Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

^D Calculated based on average shares outstanding during the period.

^E Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds.

^F Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

^G Investment income per share reflects a large, non-recurring dividend which amounted to $.04 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been (.19)%.

^H Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

^I Total distributions of $.15 per share is comprised of distributions from net investment income of $.133 and distributions from net realized gain of $.014 per share.

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Notes to Financial Statements

For the period ended May 31, 2013 (Unaudited)

(Amounts in thousands except percentages)

1. Organization.

Fidelity Advisor® Small Cap Fund (the Fund) is a fund of Fidelity Advisor Series I (the Trust) and is authorized to issue an unlimited number of shares. The Trust is registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end management investment company organized as a Massachusetts business trust. The Fund offers Class A, Class T, Class C and Institutional Class shares, each of which, along with Class B shares, has equal rights as to assets and voting privileges. Class B shares are closed to new accounts and additional purchases, except for exchanges and reinvestments. Each class has exclusive voting rights with respect to matters that affect that class. Class B shares will automatically convert to Class A shares after a holding period of seven years from the initial date of purchase.

2. Investments in Fidelity Central Funds.

The Fund invests in Fidelity Central Funds, which are open-end investment companies generally available only to other investment companies and accounts managed by Fidelity Management & Research Company (FMR) and its affiliates. The Fund's Schedule of Investments lists each of the Fidelity Central Funds held as of period end, if any, as an investment of the Fund, but does not include the underlying holdings of each Fidelity Central Fund. As an Investing Fund, the Fund indirectly bears its proportionate share of the expenses of the underlying Fidelity Central Funds.

The Money Market Central Funds seek preservation of capital and current income and are managed by Fidelity Investments Money Management, Inc. (FIMM), an affiliate of FMR.

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 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:

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except percentages)

3. Significant Accounting Policies - continued

Investment Valuation. Investments are valued as of 4:00 p.m. Eastern time on the last calendar day of the period. In accordance with valuation policies and procedures approved by the Board of Trustees (the Board), the Fund attempts to obtain prices from one or more third party pricing vendors or brokers to value its investments. When current market prices, quotations or currency exchange rates are not readily available or reliable, investments will be fair valued in good faith by the FMR Fair Value Committee (the Committee), in accordance with procedures adopted by the Board. Factors used in determining fair value vary by investment type and may include market or investment specific events. The frequency with which these procedures are used cannot be predicted and they may be utilized to a significant extent. The Committee oversees the Fund's valuation policies and procedures and is responsible for approving and reporting to the Board all fair value determinations.

The Fund categorizes the inputs to valuation techniques used to value its investments into a disclosure hierarchy consisting of three levels as shown below:

Level 1 - quoted prices in active markets for identical investments

Level 2 - other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, etc.)

Level 3 - unobservable inputs (including the Fund's own assumptions based on the best information available)

Valuation techniques used to value the Fund's investments by major category are as follows:

Equity securities, including restricted securities, for which market quotations are readily available, are valued at the last reported sale price or official closing price as reported by a third party pricing vendor on the primary market or exchange on which they are traded and are categorized as Level 1 in the hierarchy. In the event there were no sales during the day or closing prices are not available, securities are valued at the last quoted bid price or may be valued using the last available price and are generally categorized as Level 2 in the hierarchy. For foreign equity securities, when market or security specific events arise, comparisons to the valuation of American Depositary Receipts (ADRs), futures contracts, Exchange-Traded Funds (ETFs) and certain indexes as well as quoted prices for similar securities may be used and would be categorized as Level 2 in the hierarchy. Utilizing these techniques may result in transfers between Level 1 and Level 2.

Debt securities, including restricted securities, are valued based on evaluated prices received from third party pricing vendors or from brokers who make markets in such securities. For U.S. government and government agency obligations, pricing vendors

Semiannual Report

3. Significant Accounting Policies - continued

Investment Valuation - continued

utilize matrix pricing which considers yield or price of bonds of comparable quality, coupon, maturity and type as well as broker-supplied prices. When independent prices are unavailable or unreliable, debt securities may be valued utilizing pricing methodologies which consider similar factors that would be used by third party pricing vendors. Debt securities are generally categorized as Level 2 in the hierarchy but may be Level 3 depending on the circumstances.

Futures contracts are valued at the settlement price established each day by the board of trade or exchange on which they are traded and are categorized as Level 1 in the hierarchy. 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 May 31, 2013, including information on transfers between Levels 1 and 2, 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

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except percentages)

3. Significant Accounting Policies - continued

Investment Transactions and Income - continued

cost and may include proceeds received from litigation. Dividend income is recorded on the ex-dividend date, except for certain dividends from foreign securities where the ex-dividend date may have passed, which are recorded as soon as the Fund is informed of the ex-dividend date. Non-cash dividends included in dividend income, if any, are recorded at the fair market value of the securities received. Distributions received on securities that represent a return of capital or capital gain are recorded as a reduction of cost of investments and/or as a realized gain. Subsequent to ex-dividend date the Fund determines the components of these distributions, based upon receipt of tax filings or other correspondence relating to the underlying investment. Interest income and distributions from the Fidelity Central Funds are accrued as earned. Interest income includes coupon interest and amortization of premium and accretion of discount on debt securities. Investment income is recorded net of foreign taxes withheld where recovery of such taxes is uncertain.

Class Allocations and Expenses. Investment income, realized and unrealized capital gains and losses, common expenses of the Fund, and certain fund-level expense reductions, if any, are allocated on a pro-rata basis to each class based on the relative net assets of each class to the total net assets of the Fund. Each class differs with respect to transfer agent and distribution and service plan fees incurred. Certain expense reductions may also differ by class. Expenses directly attributable to a fund are charged to that fund. Expenses attributable to more than one fund are allocated among the respective funds on the basis of relative net assets or other appropriate methods. Expense estimates are accrued in the period to which they relate and adjustments are made when actual amounts are known.

Income Tax Information and Distributions to Shareholders. Each year, the Fund intends to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code, including distributing substantially all of its taxable income and realized gains. As a result, no provision for income taxes is required. The Fund files a U.S. federal tax return, in addition to state and local tax returns as required. A fund's federal income tax returns are subject to examination by the Internal Revenue Service (IRS) for a period of three fiscal years after they are filed. State and local tax returns may be subject to examination for an additional fiscal year depending on the jurisdiction. Foreign taxes are provided for based on the Fund's understanding of the tax rules and rates that exist in the foreign markets in which it invests.

Distributions are declared and recorded on the ex-dividend date. Income dividends and capital gain distributions are declared separately for each class. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from GAAP.

Semiannual Report

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

Capital accounts within the financial statements are adjusted for permanent book-tax differences. These adjustments have no impact on net assets or the results of operations. Temporary book-tax differences will reverse in a subsequent period.

Book-tax differences are primarily due to foreign currency transactions, certain foreign taxes, partnerships, capital loss carryforwards and losses deferred due to wash sales and excise tax regulations.

The federal tax cost of investment securities and unrealized appreciation (depreciation) as of period end were as follows:

Gross unrealized appreciation	$ 853,896
Gross unrealized depreciation	(112,950)
Net unrealized appreciation (depreciation) on securities and other investments	$ 740,946
Tax cost	$ 3,144,803

Capital loss carryforwards are only available to offset future capital gains of the Fund to the extent provided by regulations and may be limited. Under the Regulated Investment Company Modernization Act of 2010 (the Act), the Fund is permitted to carry forward capital losses incurred in taxable years beginning after December 22, 2010 for an unlimited period and such capital losses are required to be used prior to any losses that expire. The capital loss carryforward information presented below, including any applicable limitation, is estimated as of fiscal period end and is subject to adjustment.

No expiration
Short-term	$ (40,976)

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.

New Accounting Pronouncement. The Financial Accounting Standards Board issued in December 2011, Accounting Standard Update No. 2011-11, Disclosures about Offsetting Assets and Liabilities, and in January 2013, Accounting Standards Update No. 2013-1 Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities.. These updates create new disclosure requirements requiring entities to disclose both gross and

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except percentages)

3. Significant Accounting Policies - continued

New Accounting Pronouncement - continued

net information for derivatives and other financial instruments that are either offset in the Statement of Assets and Liabilities or subject to an enforceable master netting arrangement or similar agreement. The disclosure requirements are effective for annual reporting periods beginning on or after January 1, 2013, and interim periods within those annual periods. Management is currently evaluating the impact of the update's adoption on the Fund's financial statement disclosures.

4. Derivative Instruments.

Risk Exposures and the Use of Derivative Instruments. The Fund's investment objective allows the Fund to enter into various types of derivative contracts, including futures contracts. Derivatives are investments whose value is primarily derived from underlying assets, indices or reference rates and may be transacted on an exchange or over-the-counter (OTC). Derivatives may involve a future commitment to buy or sell a specified asset based on specified terms, to exchange future cash flows at periodic intervals based on a notional principal amount, or for one party to make one or more payments upon the occurrence of specified events in exchange for periodic payments from the other party.

The Fund used derivatives to increase returns and to manage exposure to certain risks as defined below. The success of any strategy involving derivatives depends on analysis of numerous economic factors, and if the strategies for investment do not work as intended, the Fund may not achieve its objectives.

The Fund's use of derivatives increased or decreased its exposure to the following risk:

Equity Risk Equity risk relates to the fluctuations in the value of financial instruments as a result of changes in market prices (other than those arising from interest rate risk or foreign exchange risk), whether caused by factors specific to an individual investment, its issuer, or all factors affecting all instruments traded in a market or market segment.

The Fund is also exposed to additional risks from investing in derivatives, such as liquidity risk and counterparty credit risk. Liquidity risk is the risk that the Fund will be unable to close out the derivative in the open market in a timely manner. Counterparty credit risk is the risk that the counterparty will not be able to fulfill its obligation to the Fund. Counterparty credit risk related to exchange-traded futures contracts is 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.

Semiannual Report

4. Derivative Instruments - continued

Futures Contracts. A futures contract is an agreement between two parties to buy or sell a specified underlying instrument for a fixed price at a specified future date. The Fund used futures contracts to manage its exposure to the stock market.

Upon entering into a futures contract, a fund is required to deposit either cash or securities (initial margin) with a clearing broker in an amount equal to a certain percentage of the face value of the contract. Futures contracts are marked-to-market daily and subsequent 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 on futures contracts 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 and is representative of activity for the period. Securities deposited to meet initial margin requirements are identified in the Schedule of Investments. Cash deposited to meet initial margin requirements is presented as segregated cash in the Statement of Assets and Liabilities.

During the period the Fund recognized net realized gain (loss) of $6,617 and a change in net unrealized appreciation (depreciation) of $5,082 related to its investment in futures contracts. These amounts are included in the Statement of Operations.

5. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $614,853 and $1,266,725, respectively.

6. Fees and Other Transactions with Affiliates.

Management Fee. FMR and its affiliates provide the Fund with investment management related services for which the Fund pays a monthly management fee. The management fee is the sum of an individual fund fee rate that is based on an annual rate of .45% of the Fund's average net assets and an annualized group fee rate that averaged .26% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by FMR. The group fee rate decreases as assets under management increase and increases as assets under management decrease. In addition, the management fee is subject to a performance adjustment (up to a maximum of ± .20% of the Fund's average net assets over a 36 month performance period). The upward or downward adjustment to the management fee is based on the relative investment performance of the Institutional Class of the Fund as compared to an appropriate benchmark index. For the period, the total annualized management fee rate, including the performance adjustment, was .47% of the Fund's average net assets.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except percentages)

6. Fees and Other Transactions with Affiliates - continued

Distribution and Service Plan Fees. In accordance with Rule 12b-1 of the 1940 Act, the Fund has adopted separate Distribution and Service Plans for each class of shares. Certain classes pay Fidelity Distributors Corporation (FDC), an affiliate of FMR, separate Distribution and Service Fees, each of which is based on an annual percentage of each class' average net assets. In addition, FDC may pay financial intermediaries for selling shares of the Fund and providing shareholder support services. For the period, the Distribution and Service Fee rates, total fees and amounts retained by FDC were as follows:

	Distribution Fee	Service Fee	Total Fees	Retained by FDC
Class A	-%	.25%	$ 1,513	$ 13
Class T	.25%	.25%	2,656	9
Class B	.75%	.25%	198	149
Class C	.75%	.25%	1,467	92
			$ 5,834	$ 263

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	$ 72
Class T	16
Class B*	26
Class C*	6
	$ 120

* When Class B and Class C shares are initially sold, FDC pays commissions from its own resources to financial intermediaries through which the sales are made.

Transfer Agent Fees. Fidelity Investments Institutional Operations Company, Inc., (FIIOC), an affiliate of FMR, is the transfer, dividend disbursing and shareholder servicing agent for each class of the Fund. FIIOC receives account fees and asset-based fees that vary according to the account size and type of account of the shareholders of the respective classes of the Fund. FIIOC pays for typesetting, printing and mailing of

Semiannual Report

6. Fees and Other Transactions with Affiliates - continued

Transfer Agent Fees - continued

shareholder reports, except proxy statements. For the period, transfer agent fees for each class were as follows:

	Amount	% of Average Net Assets*
Class A	$ 1,562	.26
Class T	1,106	.21
Class B	59	.30
Class C	373	.25
Institutional Class	1,156	.20
	$ 4,256

* Annualized

Accounting and Security Lending Fees. Fidelity Service Company, Inc. (FSC), an affiliate of FMR, maintains the Fund's accounting records. The accounting fee is based on the level of average net assets for each month. Under a separate contract, FSC administers the security lending program. The security lending fee is based on the number and duration of lending transactions.

Brokerage Commissions. The Fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of the investment adviser. Brokerage commissions are included in net realized gain (loss) and change in net unrealized appreciation (depreciation) in the Statement of Operations. The commissions paid to these affiliated firms were $14 for the period.

7. Committed Line of Credit.

The Fund participates with other funds managed by FMR or an affiliate in a $4.25 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro-rata portion of the line of credit, which amounted to $5 and is reflected in Miscellaneous expenses on the Statement of Operations. During the period, there were no borrowings on this line of credit.

8. Security Lending.

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

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except percentages)

8. Security Lending - continued

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. 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 $913, including $7 from securities loaned to FCM.

9. Expense Reductions.

Many of the brokers with whom FMR places trades on behalf of the Fund provided services to the Fund in addition to trade execution. These services included payments of certain expenses on behalf of the Fund totaling $342 for the period.

10. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

	Six months ended May 31, 2013	Year ended November 30, 2012
From net investment income
Class A	$ 2,598	$ -
Class T	386	-
Institutional Class	6,266	-
Total	$ 9,250	$ -
From net realized gain
Class A	$ 743	$ 117,808
Class T	678	103,545
Class B	-	5,032
Class C	-	29,813
Institutional Class	659	101,403
Total	$ 2,080	$ 357,601

Semiannual Report

11. Share Transactions.

Transactions for each class of shares were as follows:

	Shares		Dollars
	Six months ended May 31, 2013	Year ended November 30, 2012	Six months ended May 31, 2013	Year ended November 30, 2012
Class A
Shares sold	4,090	12,312	$ 100,376	$ 276,482
Reinvestment of distributions	140	5,215	3,122	108,709
Shares redeemed	(11,849)	(25,473)	(287,327)	(571,082)
Net increase (decrease)	(7,619)	(7,946)	$ (183,829)	$ (185,891)
Class T
Shares sold	3,881	9,256	$ 91,573	$ 199,877
Reinvestment of distributions	47	4,916	1,017	98,476
Shares redeemed	(11,363)	(19,846)	(267,206)	(425,632)
Net increase (decrease)	(7,435)	(5,674)	$ (174,616)	$ (127,279)
Class B
Shares sold	5	50	$ 126	$ 930
Reinvestment of distributions	-	259	-	4,675
Shares redeemed	(382)	(898)	(8,019)	(17,325)
Net increase (decrease)	(377)	(589)	$ (7,893)	$ (11,720)
Class C
Shares sold	893	1,952	$ 19,158	$ 38,194
Reinvestment of distributions	-	1,471	-	26,825
Shares redeemed	(2,102)	(4,534)	(44,271)	(88,156)
Net increase (decrease)	(1,209)	(1,111)	$ (25,113)	$ (23,137)
Institutional Class
Shares sold	6,133	15,032	$ 154,221	$ 356,876
Reinvestment of distributions	264	3,988	6,205	87,654
Shares redeemed	(14,591)	(23,976)	(375,040)	(557,842)
Net increase (decrease)	(8,194)	(4,956)	$ (214,614)	$ (113,312)

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except percentages)

12. Other.

The Fund's organizational documents provide former and current trustees and officers with a limited indemnification against liabilities arising in connection with the performance of their duties to the Fund. In the normal course of business, the Fund may also enter into contracts that provide general indemnifications. The Fund's maximum exposure under these arrangements is unknown as this would be dependent on future claims that may be made against the Fund. The risk of material loss from such claims is considered remote.

Semiannual Report

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)

ASCF-USAN-0713
1.786801.110

(Fidelity Investment logo)(registered trademark)
Fidelity Advisor ® Stock Selector

Mid Cap

Fund - Institutional Class

Semiannual Report

May 31, 2013

(Fidelity Cover Art)

Contents

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.

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.

All other marks appearing herein are registered or unregistered trademarks or service marks of FMR LLC or an affiliated company. © 2013 FMR LLC. All rights reserved.

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.

Semiannual Report

Shareholder Expense Example

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including sales charges (loads) on purchase payments or redemption proceeds, and (2) ongoing costs, including management fees, distribution and/or service (12b-1) fees and other Fund expenses. This Example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (December 1, 2012 to May 31, 2013).

Actual Expenses

The first line of the accompanying table for each class of the Fund provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000.00 (for example, an $8,600 account value divided by $1,000.00 = 8.6), then multiply the result by the number in the first line for a class of the Fund under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period. A small balance maintenance fee of $12.00 that is charged once a year may apply for certain accounts with a value of less than $2,000. This fee is not included in the table below. If it was, the estimate of expenses you paid during the period would be higher, and your ending account value lower, by this amount. In addition, the Fund, as a shareholder in the underlying Fidelity Central Funds, will indirectly bear its pro-rata share of the fees and expenses incurred by the underlying Fidelity Central Funds. These fees and expenses are not included in the Fund's annualized expense ratio used to calculate the expense estimate in the table below.

Hypothetical Example for Comparison Purposes

The second line of the accompanying table for each class of the Fund provides information about hypothetical account values and hypothetical expenses based on a Class' actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Class' actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds. A small balance maintenance fee of $12.00 that is charged once a year may apply for certain accounts with a value of less than $2,000. This fee is not included in the table below. If it was, the estimate of expenses you paid during the period would be higher, and your ending account value lower, by this amount. In addition, the Fund, as a shareholder in the underlying Fidelity Central Funds, will indirectly bear its pro-rata share of the fees and expenses incurred by the underlying Fidelity Central Funds. These fees and expenses are not included in the Fund's annualized expense ratio used to calculate the expense estimate in the table below.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transaction costs. Therefore, the second line of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

Semiannual Report

Shareholder Expense Example - continued

	Annualized Expense Ratio B	Beginning Account Value December 1, 2012	Ending Account Value May 31, 2013	Expenses Paid During Period* December 1, 2012 to May 31, 2013
Class A	.96%
Actual		$ 1,000.00	$ 1,164.20	$ 5.18
HypotheticalA		$ 1,000.00	$ 1,020.14	$ 4.84
Class T	1.17%
Actual		$ 1,000.00	$ 1,162.90	$ 6.31
HypotheticalA		$ 1,000.00	$ 1,019.10	$ 5.89
Class B	1.77%
Actual		$ 1,000.00	$ 1,159.30	$ 9.53
HypotheticalA		$ 1,000.00	$ 1,016.11	$ 8.90
Class C	1.71%
Actual		$ 1,000.00	$ 1,159.70	$ 9.21
HypotheticalA		$ 1,000.00	$ 1,016.40	$ 8.60
Fidelity Stock Selector Mid Cap Fund	.73%
Actual		$ 1,000.00	$ 1,165.30	$ 3.94
HypotheticalA		$ 1,000.00	$ 1,021.29	$ 3.68
Institutional Class	.68%
Actual		$ 1,000.00	$ 1,166.00	$ 3.67
HypotheticalA		$ 1,000.00	$ 1,021.54	$ 3.43

^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 182/365 (to reflect the one-half year period).

Semiannual Report

Investment Changes (Unaudited)

Top Ten Stocks as of May 31, 2013
	% of fund's net assets	% of fund's net assets 6 months ago
AMETEK, Inc.	2.0	1.8
Capital One Financial Corp.	1.6	1.2
Hubbell, Inc. Class B	1.4	1.4
Roper Industries, Inc.	1.2	0.9
J.B. Hunt Transport Services, Inc.	1.2	1.3
Alliance Data Systems Corp.	1.0	0.8
MSC Industrial Direct Co., Inc. Class A	1.0	0.0
SLM Corp.	1.0	0.8
OGE Energy Corp.	1.0	0.8
Airgas, Inc.	1.0	0.8
	12.4
Top Five Market Sectors as of May 31, 2013
	% of fund's net assets	% of fund's net assets 6 months ago
Financials	22.3	21.4
Industrials	17.7	16.9
Information Technology	15.1	14.4
Consumer Discretionary	12.6	13.6
Health Care	9.0	9.4

Asset Allocation (% of fund's net assets)
As of May 31, 2013*			As of November 30, 2012**
	Stocks and Equity Futures 99.1%			Stocks and Equity Futures 97.7%
	Short-Term Investments and Net Other Assets (Liabilities) 0.9%			Short-Term Investments and Net Other Assets (Liabilities) 2.3%
* Foreign investments		8.5%	** Foreign investments		10.9%

Semiannual Report

Investments May 31, 2013 (Unaudited)

Showing Percentage of Net Assets

Common Stocks - 98.4%
	Shares		Value (000s)
CONSUMER DISCRETIONARY - 12.6%
Distributors - 0.8%
LKQ Corp. (a)	667,280		$ 16,335
Hotels, Restaurants & Leisure - 1.2%
Buffalo Wild Wings, Inc. (a)	44,040		4,226
Domino's Pizza, Inc.	92,440		5,479
Panera Bread Co. Class A (a)	73,600		14,119
			23,824
Household Durables - 2.0%
Jarden Corp. (a)	350,115		16,308
NVR, Inc. (a)	12,357		12,151
Tupperware Brands Corp.	153,580		12,437
			40,896
Internet & Catalog Retail - 0.4%
Liberty Media Corp. Interactive Series A (a)	348,310		7,820
Leisure Equipment & Products - 0.4%
Brunswick Corp.	237,700		7,980
Multiline Retail - 0.7%
Dollar General Corp. (a)	173,940		9,184
Dollar Tree, Inc. (a)	132,678		6,374
			15,558
Specialty Retail - 6.6%
Abercrombie & Fitch Co. Class A	69,382		3,475
American Eagle Outfitters, Inc.	754,900		14,939
Cabela's, Inc. Class A (a)	224,000		15,021
CarMax, Inc. (a)	119,380		5,583
Dick's Sporting Goods, Inc.	308,280		16,135
DSW, Inc. Class A	117,600		8,701
L Brands, Inc.	130,315		6,517
O'Reilly Automotive, Inc. (a)	83,210		9,062
PetSmart, Inc.	150,260		10,143
Ross Stores, Inc.	57,210		3,679
Sally Beauty Holdings, Inc. (a)	269,420		8,247
Tractor Supply Co.	170,868		19,134
Williams-Sonoma, Inc.	285,660		15,414
			136,050
Textiles, Apparel & Luxury Goods - 0.5%
Hanesbrands, Inc.	217,110		10,825
TOTAL CONSUMER DISCRETIONARY			259,288
Common Stocks - continued
	Shares		Value (000s)
CONSUMER STAPLES - 3.7%
Beverages - 0.7%
Beam, Inc.	101,800		$ 6,601
Dr. Pepper Snapple Group, Inc.	135,300		6,221
Monster Beverage Corp. (a)	25,584		1,397
			14,219
Food & Staples Retailing - 0.8%
United Natural Foods, Inc. (a)	164,345		8,697
Whole Foods Market, Inc.	131,842		6,837
			15,534
Food Products - 1.6%
ConAgra Foods, Inc.	133,000		4,481
Green Mountain Coffee Roasters, Inc. (a)	177,663		12,992
Mead Johnson Nutrition Co. Class A	67,300		5,456
The J.M. Smucker Co.	45,080		4,551
TreeHouse Foods, Inc. (a)	85,280		5,584
			33,064
Household Products - 0.6%
Church & Dwight Co., Inc.	212,550		12,925
TOTAL CONSUMER STAPLES			75,742
ENERGY - 6.3%
Energy Equipment & Services - 2.0%
Dril-Quip, Inc. (a)	98,000		8,864
Ensco PLC Class A	128,340		7,722
Helmerich & Payne, Inc.	154,180		9,519
Oil States International, Inc. (a)	55,600		5,477
Rowan Companies PLC (a)	311,810		10,365
			41,947
Oil, Gas & Consumable Fuels - 4.3%
Atlas Pipeline Partners LP	278,820		10,375
Cheniere Energy, Inc. (a)	170,200		4,995
Cimarex Energy Co.	219,700		15,410
Energen Corp.	205,800		11,152
HollyFrontier Corp.	148,770		7,364
SM Energy Co.	242,346		14,696
Targa Resources Corp.	87,000		5,605
Common Stocks - continued
	Shares		Value (000s)
ENERGY - continued
Oil, Gas & Consumable Fuels - continued
Whiting Petroleum Corp. (a)	169,900		$ 7,827
WPX Energy, Inc. (a)	542,380		10,446
			87,870
TOTAL ENERGY			129,817
FINANCIALS - 22.3%
Capital Markets - 2.2%
Ashmore Global Opportunities Ltd. (United Kingdom)	496,422		4,073
AURELIUS AG	403,500		10,017
KKR & Co. LP	252,564		4,920
Monex Group, Inc. (d)	5,755		2,126
Oaktree Capital Group LLC	112,900		5,888
Raymond James Financial, Inc.	250,400		11,010
TD Ameritrade Holding Corp.	306,634		7,188
			45,222
Commercial Banks - 3.2%
Boston Private Financial Holdings, Inc.	251,400		2,476
CIT Group, Inc. (a)	340,498		15,690
City National Corp.	212,910		13,362
Erste Group Bank AG	293,900		9,573
Huntington Bancshares, Inc.	2,209,578		17,124
Synovus Financial Corp.	2,647,289		7,254
			65,479
Consumer Finance - 2.9%
ACOM Co. Ltd. (a)	36,280		1,278
Capital One Financial Corp.	550,800		33,560
Cash America International, Inc.	82,600		3,941
SLM Corp.	861,416		20,450
			59,229
Diversified Financial Services - 0.8%
Interactive Brokers Group, Inc.	1,085,767		17,123
Insurance - 1.8%
Direct Line Insurance Group PLC	2,886,600		9,298
Fairfax Financial Holdings Ltd. (sub. vtg.)	44,800		18,091
ProAssurance Corp.	72,900		3,660
Validus Holdings Ltd.	165,089		5,961
			37,010
Common Stocks - continued
	Shares		Value (000s)
FINANCIALS - continued
Real Estate Investment Trusts - 9.6%
Acadia Realty Trust (SBI)	242,680		$ 6,290
Alexandria Real Estate Equities, Inc.	244,975		16,781
Camden Property Trust (SBI)	240,422		16,649
Chesapeake Lodging Trust	260,391		5,872
Corrections Corp. of America	11,600		408
Equity One, Inc.	466,933		10,894
Essex Property Trust, Inc.	105,664		16,604
Glimcher Realty Trust	773,464		9,034
Highwoods Properties, Inc. (SBI)	262,606		9,564
Home Properties, Inc.	170,123		10,338
National Retail Properties, Inc.	459,969		16,499
Pennsylvania Real Estate Investment Trust (SBI)	28,000		557
Piedmont Office Realty Trust, Inc. Class A	300,678		5,710
Redwood Trust, Inc.	315,000		6,035
Retail Properties America, Inc.	552,898		8,437
SL Green Realty Corp.	218,765		19,028
Sovran Self Storage, Inc.	93,839		6,087
Terreno Realty Corp.	349,710		6,655
Ventas, Inc.	167,896		11,983
Weyerhaeuser Co.	422,214		12,590
			196,015
Real Estate Management & Development - 1.2%
Altisource Asset Management Corp. (a)	7,593		2,126
Altisource Portfolio Solutions SA	108,310		10,210
CBRE Group, Inc. (a)	525,032		12,170
			24,506
Thrifts & Mortgage Finance - 0.6%
Ocwen Financial Corp. (a)	295,663		12,648
TOTAL FINANCIALS			457,232
HEALTH CARE - 9.0%
Biotechnology - 2.5%
Alexion Pharmaceuticals, Inc. (a)	80,000		7,803
BioMarin Pharmaceutical, Inc. (a)	80,040		5,019
Grifols SA ADR	230,000		6,270
Medivation, Inc. (a)	100,000		4,856
Onyx Pharmaceuticals, Inc. (a)	80,000		7,636
Common Stocks - continued
	Shares		Value (000s)
HEALTH CARE - continued
Biotechnology - continued
Regeneron Pharmaceuticals, Inc. (a)	33,000		$ 7,982
Vertex Pharmaceuticals, Inc. (a)	153,000		12,287
			51,853
Health Care Equipment & Supplies - 1.5%
Boston Scientific Corp. (a)	1,650,000		15,246
The Cooper Companies, Inc.	145,000		16,386
			31,632
Health Care Providers & Services - 2.6%
BioScrip, Inc. (a)	500,000		6,990
Catamaran Corp. (a)	110,000		5,396
HCA Holdings, Inc.	200,000		7,812
Humana, Inc.	90,000		7,270
MEDNAX, Inc. (a)	160,000		14,853
Quest Diagnostics, Inc.	120,000		7,421
Universal Health Services, Inc. Class B	50,000		3,457
			53,199
Health Care Technology - 0.8%
athenahealth, Inc. (a)	70,000		5,919
Cerner Corp. (a)	100,000		9,828
			15,747
Life Sciences Tools & Services - 0.4%
Illumina, Inc. (a)	110,000		7,735
Pharmaceuticals - 1.2%
Actavis, Inc. (a)	109,000		13,439
Endo Health Solutions, Inc. (a)	275,000		9,983
			23,422
TOTAL HEALTH CARE			183,588
INDUSTRIALS - 17.7%
Aerospace & Defense - 1.5%
Precision Castparts Corp.	67,240		14,384
TransDigm Group, Inc.	108,010		15,780
			30,164
Building Products - 0.8%
Armstrong World Industries, Inc. (a)	333,760		17,346
Commercial Services & Supplies - 0.9%
Covanta Holding Corp.	156,561		3,202
Interface, Inc.	178,040		2,991
Common Stocks - continued
	Shares		Value (000s)
INDUSTRIALS - continued
Commercial Services & Supplies - continued
Republic Services, Inc.	310,400		$ 10,585
West Corp.	86,500		1,981
			18,759
Electrical Equipment - 6.5%
AMETEK, Inc.	950,490		41,017
Eaton Corp. PLC	258,400		17,070
Hubbell, Inc. Class B	288,140		28,938
Regal-Beloit Corp.	190,600		12,867
Rockwell Automation, Inc.	95,400		8,397
Roper Industries, Inc.	200,520		24,909
			133,198
Machinery - 2.7%
Cummins, Inc.	151,800		18,160
Ingersoll-Rand PLC	317,507		18,266
Manitowoc Co., Inc.	538,200		11,308
WABCO Holdings, Inc. (a)	102,118		7,702
			55,436
Professional Services - 0.9%
Verisk Analytics, Inc. (a)	309,600		18,211
Road & Rail - 1.2%
J.B. Hunt Transport Services, Inc.	334,240		24,620
Trading Companies & Distributors - 3.2%
Beacon Roofing Supply, Inc. (a)	294,493		12,139
MSC Industrial Direct Co., Inc. Class A	253,808		20,982
W.W. Grainger, Inc.	54,500		14,030
Watsco, Inc.	219,600		19,160
			66,311
TOTAL INDUSTRIALS			364,045
INFORMATION TECHNOLOGY - 15.1%
Communications Equipment - 1.7%
F5 Networks, Inc. (a)	93,600		7,788
Juniper Networks, Inc. (a)	463,400		8,216
Polycom, Inc. (a)	843,577		9,558
Riverbed Technology, Inc. (a)	542,050		8,380
			33,942
Computers & Peripherals - 0.6%
NCR Corp. (a)	393,700		13,150
Common Stocks - continued
	Shares		Value (000s)
INFORMATION TECHNOLOGY - continued
Electronic Equipment & Components - 1.3%
Arrow Electronics, Inc. (a)	309,610		$ 12,310
Fabrinet (a)	427,275		6,208
Jabil Circuit, Inc.	395,700		7,938
			26,456
Internet Software & Services - 1.1%
Bankrate, Inc. (a)	659,542		9,438
Rackspace Hosting, Inc. (a)	290,100		10,887
Velti PLC (a)(d)	1,433,766		2,523
Velti PLC (f)	215,084		341
			23,189
IT Services - 2.8%
Alliance Data Systems Corp. (a)	120,820		21,396
Amdocs Ltd.	217,570		7,767
Global Payments, Inc.	298,300		14,306
Sapient Corp. (a)	508,200		6,546
Total System Services, Inc.	329,400		7,744
			57,759
Semiconductors & Semiconductor Equipment - 1.3%
Broadcom Corp. Class A	123,400		4,431
RF Micro Devices, Inc. (a)	705,800		3,896
Skyworks Solutions, Inc. (a)	766,650		18,292
			26,619
Software - 6.3%
Autodesk, Inc. (a)	125,400		4,731
Check Point Software Technologies Ltd. (a)	273,700		13,707
Citrix Systems, Inc. (a)	130,695		8,410
Informatica Corp. (a)	245,200		8,915
MICROS Systems, Inc. (a)(d)	349,000		14,728
Nuance Communications, Inc. (a)	629,434		11,959
Parametric Technology Corp. (a)	606,000		15,217
salesforce.com, Inc. (a)	110,000		4,656
SolarWinds, Inc. (a)	197,780		8,336
Solera Holdings, Inc.	160,220		8,775
Synopsys, Inc. (a)	356,800		13,005
TIBCO Software, Inc. (a)	454,600		9,697
Verint Systems, Inc. (a)	207,200		6,956
			129,092
TOTAL INFORMATION TECHNOLOGY			310,207
Common Stocks - continued
	Shares		Value (000s)
MATERIALS - 7.1%
Chemicals - 4.5%
Airgas, Inc.	192,704		$ 19,827
Albemarle Corp.	226,582		15,163
Ashland, Inc.	110,200		9,799
Eastman Chemical Co.	96,070		6,890
FMC Corp.	149,440		9,371
Sherwin-Williams Co.	40,431		7,622
Valspar Corp.	185,930		13,326
W.R. Grace & Co. (a)	108,297		9,152
			91,150
Containers & Packaging - 1.5%
Aptargroup, Inc.	218,156		12,374
Ball Corp.	156,489		6,754
Rock-Tenn Co. Class A	123,300		12,180
			31,308
Metals & Mining - 1.1%
Carpenter Technology Corp.	185,300		8,924
Reliance Steel & Aluminum Co.	218,885		14,396
			23,320
TOTAL MATERIALS			145,778
TELECOMMUNICATION SERVICES - 0.3%
Diversified Telecommunication Services - 0.2%
TW telecom, Inc. (a)	163,511		4,665
Wireless Telecommunication Services - 0.1%
SBA Communications Corp. Class A (a)	29,210		2,199
TOTAL TELECOMMUNICATION SERVICES			6,864
UTILITIES - 4.3%
Electric Utilities - 1.8%
Great Plains Energy, Inc.	405,400		9,150
OGE Energy Corp.	297,900		20,218
PNM Resources, Inc.	277,338		6,218
			35,586
Gas Utilities - 1.0%
National Fuel Gas Co.	163,851		10,028
Questar Corp.	393,064		9,555
			19,583
Common Stocks - continued
	Shares		Value (000s)
UTILITIES - continued
Independent Power Producers & Energy Traders - 0.4%
Black Hills Corp.	185,300		$ 8,796
Multi-Utilities - 0.7%
Alliant Energy Corp.	235,200		11,586
MDU Resources Group, Inc.	126,400		3,269
			14,855
Water Utilities - 0.4%
American Water Works Co., Inc.	160,420		6,407
Companhia de Saneamento Basico do Estado de Sao Paulo (SABESP) sponsored ADR	184,000		2,340
			8,747
TOTAL UTILITIES			87,567
TOTAL COMMON STOCKS (Cost $1,795,863)		2,020,128

U.S. Treasury Obligations - 0.0%
	Principal Amount (000s)
U.S. Treasury Bills, yield at date of purchase 0.01% to 0.05% 7/5/13 to 7/25/13 (e) (Cost $860)	$ 860	860

Money Market Funds - 2.2%
	Shares
Fidelity Cash Central Fund, 0.12% (b)	39,072,769		39,073
Fidelity Securities Lending Cash Central Fund, 0.12% (b)(c)	5,635,567		5,636
TOTAL MONEY MARKET FUNDS (Cost $44,709)		44,709
Cash Equivalents - 0.3%
	Maturity Amount (000s)		Value (000s)
Investments in repurchase agreements in a joint trading account at 0.06%, dated 5/31/13 due 6/3/13 (Collateralized by U.S. Treasury Obligations) # (Cost $6,010)	$ 6,010		$ 6,010
TOTAL INVESTMENT PORTFOLIO - 100.9% (Cost $1,847,442)			2,071,707
NET OTHER ASSETS (LIABILITIES) - (0.9)%			(18,354)
NET ASSETS - 100%		$ 2,053,353

Futures Contracts
	Expiration Date	Underlying Face Amount at Value (000s)	Unrealized Appreciation/ (Depreciation) (000s)
Purchased
Equity Index Contracts
123 CME E-mini S&P Midcap 400 Index Contracts	June 2013	$ 14,556	$ (306)

The face value of futures purchased as a percentage of net assets is 0.7%

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 are available on the SEC's website or upon request.

(c) Investment made with cash collateral received from securities on loan.

(d) Security or a portion of the security is on loan at period end.

(e) Security or a portion of the security was pledged to cover margin requirements for futures contracts. At the period end, the value of securities pledged amounted to $670,000.

(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 $341,000 or 0.0% of net assets.

Additional information on each restricted holding is as follows:

Security	Acquisition Date	Acquisition Cost (000s)
Velti PLC	4/19/13	$ 323

# Additional information on each counterparty to the repurchase agreement is as follows:

Repurchase Agreement / Counterparty	Value (Amounts in thousands)
$6,010,000 due 6/03/13 at 0.06%
Barclays Capital, Inc.	$ 1,681
Merrill Lynch, Pierce, Fenner & Smith, Inc.	1,168
UBS Securities LLC	3,161
	$ 6,010

Affiliated Central Funds

Information regarding fiscal year to date income earned by the Fund from investments in Fidelity Central Funds is as follows:

Fund	Income earned (Amounts in thousands)
Fidelity Cash Central Fund	$ 39
Fidelity Securities Lending Cash Central Fund	208
Total	$ 247

Other Information

The following is a summary of the inputs used, as of May 31, 2013, involving the Fund's assets and liabilities carried at fair value. The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs, and their aggregation into the levels used in the table below, please refer to the Investment Valuation section in the accompanying Notes to Financial Statements.

Valuation Inputs at Reporting Date:
Description (Amounts in thousands)	Total	Level 1	Level 2	Level 3
Investments in Securities:
Equities:
Consumer Discretionary	$ 259,288	$ 259,288	$ -	$ -
Consumer Staples	75,742	75,742	-	-
Energy	129,817	129,817	-	-
Financials	457,232	453,828	3,404	-
Health Care	183,588	183,588	-	-
Industrials	364,045	364,045	-	-
Information Technology	310,207	309,866	341	-
Materials	145,778	145,778	-	-
Valuation Inputs at Reporting Date:
Description (Amounts in thousands)	Total	Level 1	Level 2	Level 3
Investments in Securities:
Equities:
Telecommunication Services	$ 6,864	$ 6,864	$ -	$ -
Utilities	87,567	87,567	-	-
U.S. Government and Government Agency Obligations	860	-	860	-
Money Market Funds	44,709	44,709	-	-
Cash Equivalents	6,010	-	6,010	-
Total Investments in Securities:	$ 2,071,707	$ 2,061,092	$ 10,615	$ -
Derivative Instruments:
Liabilities
Futures Contracts	$ (306)	$ (306)	$ -	$ -

Value of Derivative Instruments

The following table is a summary of the Fund's value of derivative instruments by primary risk exposure as of May 31, 2013. For additional information on derivative instruments, please refer to the Derivative Instruments section in the accompanying Notes to Financial Statements.

Primary Risk Exposure / Derivative Type	Value (Amounts in thousands)
	Asset	Liability
Equity Risk
Futures Contracts (a)	$ -	$ (306)
Total Value of Derivatives	$ -	$ (306)

(a) Reflects cumulative appreciation/depreciation on futures contracts as disclosed in the Schedule of Investments. Only the period end variation margin is separately disclosed in the Statement of Assets and Liabilities and is included in the receivable/payable for daily variation margin on derivative instruments line-items.

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Financial Statements

Statement of Assets and Liabilities

Amounts in thousands (except per-share amounts)	May 31, 2013 (Unaudited)
Assets
Investment in securities, at value (including securities loaned of $5,370 and repurchase agreements of $6,010) - See accompanying schedule: Unaffiliated issuers (cost $1,802,733)	$ 2,026,998
Fidelity Central Funds (cost $44,709)	44,709
Total Investments (cost $1,847,442)		$ 2,071,707
Receivable for investments sold		22,682
Receivable for fund shares sold		623
Dividends receivable		2,395
Distributions receivable from Fidelity Central Funds		28
Prepaid expenses		1
Receivable from investment adviser for expense reductions		1
Other receivables		18
Total assets		2,097,455
Liabilities
Payable to custodian bank	$ 232
Payable for investments purchased	32,789
Payable for fund shares redeemed	3,364
Accrued management fee	829
Distribution and service plan fees payable	631
Payable for daily variation margin on futures contracts	130
Other affiliated payables	434
Other payables and accrued expenses	57
Collateral on securities loaned, at value	5,636
Total liabilities		44,102
Net Assets		$ 2,053,353
Net Assets consist of:
Paid in capital		$ 2,485,213
Undistributed net investment income		528
Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions		(656,263)
Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies		223,875
Net Assets		$ 2,053,353

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Statement of Assets and Liabilities - continued

Amounts in thousands (except per-share amounts)	May 31, 2013 (Unaudited)
Calculation of Maximum Offering Price Class A: Net Asset Value and redemption price per share ($655,380 ÷ 25,607.04 shares)		$ 25.59
Maximum offering price per share (100/94.25 of $25.59)		$ 27.15
Class T: Net Asset Value and redemption price per share ($802,210 ÷ 31,031.26 shares)		$ 25.85
Maximum offering price per share (100/96.50 of $25.85)		$ 26.79
Class B: Net Asset Value and offering price per share ($21,699 ÷ 903.68 shares)A		$ 24.01
Class C: Net Asset Value and offering price per share ($162,137 ÷ 6,752.44 shares)A		$ 24.01
Fidelity Stock Selector Mid Cap Fund: Net Asset Value, offering price and redemption price per share ($210,513 ÷ 7,903.64 shares)		$ 26.63
Institutional Class: Net Asset Value, offering price and redemption price per share ($201,414 ÷ 7,543.77 shares)		$ 26.70

^A Redemption price per share is equal to net asset value less any applicable contingent deferred sales charge.

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Financial Statements - continued

Statement of Operations

Amounts in thousands Six months ended May 31, 2013 (Unaudited)
Investment Income
Dividends		$ 15,142
Interest		1
Income from Fidelity Central Funds		247
Total income		15,390
Expenses
Management fee Basic fee	$ 5,400
Performance adjustment	(1,452)
Transfer agent fees	2,205
Distribution and service plan fees	3,647
Accounting and security lending fees	298
Custodian fees and expenses	29
Independent trustees' compensation	6
Registration fees	102
Audit	55
Legal	17
Miscellaneous	101
Total expenses before reductions	10,408
Expense reductions	(501)	9,907
Net investment income (loss)		5,483
Realized and Unrealized Gain (Loss) Net realized gain (loss) on:
Investment securities:
Unaffiliated issuers	154,171
Foreign currency transactions	(749)
Futures contracts	1,504
Total net realized gain (loss)		154,926
Change in net unrealized appreciation (depreciation) on: Investment securities	128,207
Assets and liabilities in foreign currencies	(17)
Futures contracts	(303)
Total change in net unrealized appreciation (depreciation)		127,887
Net gain (loss)		282,813
Net increase (decrease) in net assets resulting from operations		$ 288,296

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Statement of Changes in Net Assets

Amounts in thousands	Six months ended May 31, 2013 (Unaudited)	Year ended November 30, 2012
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$ 5,483	$ 5,143
Net realized gain (loss)	154,926	131,666
Change in net unrealized appreciation (depreciation)	127,887	136,150
Net increase (decrease) in net assets resulting from operations	288,296	272,959
Distributions to shareholders from net investment income	(8,172)	(7,037)
Distributions to shareholders from net realized gain	(2,873)	-
Total distributions	(11,045)	(7,037)
Share transactions - net increase (decrease)	92,681	(510,527)
Redemption fees	2	-
Total increase (decrease) in net assets	369,934	(244,605)
Net Assets
Beginning of period	1,683,419	1,928,024
End of period (including undistributed net investment income of $528 and undistributed net investment income of $3,217, respectively)	$ 2,053,353	$ 1,683,419

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Financial Highlights - Class A

	Six months ended May 31, 2013	Years ended November 30,
	(Unaudited)	2012	2011	2010	2009	2008
Selected Per-Share Data
Net asset value, beginning of period	$ 22.16	$ 19.15	$ 19.22	$ 15.75	$ 10.52	$ 26.93
Income from Investment Operations
Net investment income (loss) E	.08	.09	.08 H	(.02)	.03	- L
Net realized and unrealized gain (loss)	3.53	3.02	(.15)	3.55	5.20	(12.94)
Total from investment operations	3.61	3.11	(.07)	3.53	5.23	(12.94)
Distributions from net investment income	(.14)	(.10)	-	(.03) I	-	-
Distributions from net realized gain	(.04)	-	-	(.03) I	-	(3.47)
Total distributions	(.18)	(.10)	-	(.06)	-	(3.47)
Redemption fees added to paid in capital E	- L	-	-	-	-	-
Net asset value, end of period	$ 25.59	$ 22.16	$ 19.15	$ 19.22	$ 15.75	$ 10.52
Total Return B,C,D	16.42%	16.32%	(.36)%	22.48%	49.71%	(55.09)%
Ratios to Average Net Assets F,J
Expenses before reductions	.96% A	.94%	.92%	.86%	.83%	1.10%
Expenses net of fee waivers, if any	.96% A	.94%	.92%	.86%	.83%	1.10%
Expenses net of all reductions	.91% A	.94%	.91%	.84%	.81%	1.08%
Net investment income (loss)	.67% A	.41%	.39% H	(.12)%	.25%	.01%
Supplemental Data
Net assets, end of period (in millions)	$ 655	$ 593	$ 644	$ 945	$ 906	$ 712
Portfolio turnover rate G	90% A, K	72%	198%	141%	244%	199%

^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 Total returns do not include the effect of the sales charges.

^E Calculated based on average shares outstanding during the period.

^F 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.

^G Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

^H Investment income per share reflects a large, non-recurring dividend which amounted to $.05 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been .12%.

^I The amounts shown reflect certain reclassifications related to book to tax differences that were made in the year shown.

^J Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

^K The portfolio turnover rate does not include the assets acquired in the merger.

^L Amount represents less than $.01 per share.

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Financial Highlights - Class T

	Six months ended May 31, 2013	Years ended November 30,
	(Unaudited)	2012	2011	2010	2009	2008
Selected Per-Share Data
Net asset value, beginning of period	$ 22.36	$ 19.30	$ 19.41	$ 15.89	$ 10.64	$ 27.16
Income from Investment Operations
Net investment income (loss) E	.06	.05	.04 H	(.05)	.01	(.03)
Net realized and unrealized gain (loss)	3.56	3.05	(.15)	3.59	5.24	(13.08)
Total from investment operations	3.62	3.10	(.11)	3.54	5.25	(13.11)
Distributions from net investment income	(.09)	(.04)	-	-	-	-
Distributions from net realized gain	(.04)	-	-	(.02) I	-	(3.41)
Total distributions	(.13)	(.04)	-	(.02)	-	(3.41)
Redemption fees added to paid in capital E	- L	-	-	-	-	-
Net asset value, end of period	$ 25.85	$ 22.36	$ 19.30	$ 19.41	$ 15.89	$ 10.64
Total Return B,C,D	16.29%	16.12%	(.57)%	22.31%	49.34%	(55.14)%
Ratios to Average Net Assets F,I
Expenses before reductions	1.17% A	1.14%	1.11%	1.03%	1.02%	1.28%
Expenses net of fee waivers, if any	1.17% A	1.14%	1.11%	1.03%	1.02%	1.28%
Expenses net of all reductions	1.12% A	1.13%	1.10%	1.01%	.99%	1.27%
Net investment income (loss)	.46% A	.22%	.20% H	(.30)%	.07%	(.17)%
Supplemental Data
Net assets, end of period (in millions)	$ 802	$ 755	$ 871	$ 1,282	$ 1,520	$ 1,368
Portfolio turnover rate G	90% A,K	72%	198%	141%	244%	199%

^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 Total returns do not include the effect of the sales charges.

^E Calculated based on average shares outstanding during the period.

^F 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.

^G Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

^H Investment income per share reflects a large, non-recurring dividend which amounted to $.05 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been (.07)%.

^I The amounts shown reflect certain reclassifications related to book to tax differences that were made in the year shown.

^J Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

^K The portfolio turnover rate does not include the assets acquired in the merger.

^L Amount represents less than $.01 per share.

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Financial Highlights - Class B

	Six months ended May 31, 2013	Years ended November 30,
	(Unaudited)	2012	2011	2010	2009	2008
Selected Per-Share Data
Net asset value, beginning of period	$ 20.71	$ 17.94	$ 18.15	$ 14.93	$ 10.05	$ 25.80
Income from Investment Operations
Net investment income (loss) E	(.02)	(.07)	(.07) H	(.15)	(.06)	(.15)
Net realized and unrealized gain (loss)	3.32	2.84	(.14)	3.37	4.94	(12.38)
Total from investment operations	3.30	2.77	(.21)	3.22	4.88	(12.53)
Distributions from net realized gain	-	-	-	-	-	(3.22)
Total distributions	-	-	-	-	-	(3.22)
Redemption fees added to paid in capital E	- K	-	-	-	-	-
Net asset value, end of period	$ 24.01	$ 20.71	$ 17.94	$ 18.15	$ 14.93	$ 10.05
Total Return B,C,D	15.93%	15.44%	(1.16)%	21.57%	48.56%	(55.43)%
Ratios to Average Net Assets F,I
Expenses before reductions	1.77% A	1.73%	1.71%	1.63%	1.59%	1.89%
Expenses net of fee waivers, if any	1.77% A	1.73%	1.71%	1.63%	1.59%	1.89%
Expenses net of all reductions	1.72% A	1.73%	1.70%	1.61%	1.57%	1.88%
Net investment income (loss)	(.14)% A	(.38)%	(.40)% H	(.90)%	(.51)%	(.78)%
Supplemental Data
Net assets, end of period (in millions)	$ 22	$ 22	$ 28	$ 75	$ 131	$ 162
Portfolio turnover rate G	90% A, J	72%	198%	141%	244%	199%

^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 Total returns do not include the effect of the contingent deferred sales charge.

^E Calculated based on average shares outstanding during the period.

^F Fees and expenses of 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.

^G Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

^H Investment income per share reflects a large, non-recurring dividend which amounted to $.05 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been (.67)%.

^I Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

^J The portfolio turnover rate does not include the assets acquired in the merger.

^K Amount represents less than $.01 per share.

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Financial Highlights - Class C

	Six months ended May 31, 2013	Years ended November 30,
	(Unaudited)	2012	2011	2010	2009	2008
Selected Per-Share Data
Net asset value, beginning of period	$ 20.73	$ 17.95	$ 18.15	$ 14.93	$ 10.05	$ 25.82
Income from Investment Operations
Net investment income (loss) E	(.01)	(.06)	(.07) H	(.14)	(.06)	(.14)
Net realized and unrealized gain (loss)	3.32	2.84	(.13)	3.36	4.94	(12.37)
Total from investment operations	3.31	2.78	(.20)	3.22	4.88	(12.51)
Distributions from net investment income	(.02)	-	-	-	-	-
Distributions from net realized gain	(.01)	-	-	-	-	(3.26)
Total distributions	(.03)	-	-	-	-	(3.26)
Redemption fees added to paid in capital E	- K	-	-	-	-	-
Net asset value, end of period	$ 24.01	$ 20.73	$ 17.95	$ 18.15	$ 14.93	$ 10.05
Total Return B,C,D	15.97%	15.49%	(1.10)%	21.57%	48.56%	(55.39)%
Ratios to Average Net Assets F,I
Expenses before reductions	1.71% A	1.68%	1.66%	1.60%	1.58%	1.85%
Expenses net of fee waivers, if any	1.71% A	1.68%	1.66%	1.60%	1.58%	1.85%
Expenses net of all reductions	1.65% A	1.68%	1.65%	1.58%	1.55%	1.84%
Net investment income (loss)	(.07)% A	(.33)%	(.35)% H	(.86)%	(.50)%	(.74)%
Supplemental Data
Net assets, end of period (in millions)	$ 162	$ 141	$ 150	$ 189	$ 186	$ 161
Portfolio turnover rate G	90% A, J	72%	198%	141%	244%	199%

^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 Total returns do not include the effect of the contingent deferred sales charge.

^E Calculated based on average shares outstanding during the period.

^F Fees and expenses of 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.

^G Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

^H Investment income per share reflects a large, non-recurring dividend which amounted to $.05 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been (.62)%.

^I Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

^J The portfolio turnover rate does not include the assets acquired in the merger.

^K Amount represents less than $.01 per share.

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Financial Highlights - Fidelity Stock Selector Mid Cap Fund

	Six months ended May 31, 2013	Years ended November 30,
	(Unaudited)	2012 G
Selected Per-Share Data
Net asset value, beginning of period	$ 23.14	$ 21.20
Income from Investment Operations
Net investment income (loss) D	.11	.09
Net realized and unrealized gain (loss)	3.67	1.85
Total from investment operations	3.78	1.94
Distributions from net investment income	(.25)	-
Distributions from net realized gain	(.04)	-
Total distributions	(.29)	-
Redemption fees added to paid in capital D	- J	-
Net asset value, end of period	$ 26.63	$ 23.14
Total Return B,C	16.53%	9.15%
Ratios to Average Net Assets E,H
Expenses before reductions	.73% A	.59% A
Expenses net of fee waivers, if any	.73% A	.59% A
Expenses net of all reductions	.68% A	.58% A
Net investment income (loss)	.90% A	.86% A
Supplemental Data
Net assets, end of period (in millions)	$ 211	$ 1
Portfolio turnover rate F	90% A, I	72%

^A Annualized

^B Total returns for periods of less than one year are not annualized.

^C Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

^D Calculated based on average shares outstanding during the period.

^E Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds.

^F Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

^G For the period June 6, 2012 (commencement of sale of shares) to November 30, 2012.

^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 The portfolio turnover rate does not include the assets acquired in the merger.

^J Amount represents less than $.01 per share.

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Financial Highlights - Institutional Class

	Six months ended May 31, 2013	Years ended November 30,
	(Unaudited)	2012	2011	2010	2009	2008
Selected Per-Share Data
Net asset value, beginning of period	$ 23.14	$ 20.01	$ 20.02	$ 16.40	$ 10.92	$ 27.81
Income from Investment Operations
Net investment income (loss) D	.12	.15	.14 G	.04	.08	.07
Net realized and unrealized gain (loss)	3.68	3.15	(.15)	3.69	5.40	(13.41)
Total from investment operations	3.80	3.30	(.01)	3.73	5.48	(13.34)
Distributions from net investment income	(.20)	(.17)	-	(.08) H	-	-
Distributions from net realized gain	(.04)	-	-	(.03) H	-	(3.55)
Total distributions	(.24)	(.17)	-	(.11)	-	(3.55)
Redemption fees added to paid in capital D	- K	-	-	-	-	-
Net asset value, end of period	$ 26.70	$ 23.14	$ 20.01	$ 20.02	$ 16.40	$ 10.92
Total Return B,C	16.60%	16.66%	(.05)%	22.86%	50.18%	(54.92)%
Ratios to Average Net Assets E,I
Expenses before reductions	.68% A	.65%	.62%	.54%	.50%	.79%
Expenses net of fee waivers, if any	.68% A	.65%	.62%	.54%	.50%	.79%
Expenses net of all reductions	.63% A	.64%	.61%	.52%	.47%	.77%
Net investment income (loss)	.95% A	.71%	.69% G	.20%	.59%	.32%
Supplemental Data
Net assets, end of period (in millions)	$ 201	$ 172	$ 234	$ 354	$ 319	$ 267
Portfolio turnover rate F	90% A, J	72%	198%	141%	244%	199%

^A Annualized

^B Total returns for periods of less than one year are not annualized.

^C Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

^D Calculated based on average shares outstanding during the period.

^E Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds.

^F Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

^G Investment income per share reflects a large, non-recurring dividend which amounted to $.06 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been .42%.

^H The amounts shown reflect certain reclassifications related to book to tax differences that were made in the year shown.

^I Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

^J The portfolio turnover rate does not include the assets acquired in the merger.

^K Amount represents less than $.01 per share.

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Notes to Financial Statements

For the period ended May 31, 2013 (Unaudited)

(Amounts in thousands except percentages)

1. Organization.

Fidelity Advisor® Stock Selector Mid Cap Fund (the Fund) is a fund of Fidelity Advisor Series I (the Trust) and is authorized to issue an unlimited number of shares. The Trust is registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end management investment company organized as a Massachusetts business trust. The Fund offers Class A, Class T, Class C, Fidelity Stock Selector Mid Cap Fund and Institutional Class shares, each of which, along with Class B shares, has equal rights as to assets and voting privileges. Class B shares are closed to new accounts and additional purchases, except for exchanges and reinvestments. Each class has exclusive voting rights with respect to matters that affect that class. Class B shares will automatically convert to Class A shares after a holding period of seven years from the initial date of purchase.

2. Investments in Fidelity Central Funds.

The Fund invests in Fidelity Central Funds, which are open-end investment companies generally available only to other investment companies and accounts managed by Fidelity Management & Research Company (FMR) and its affiliates. The Fund's Schedule of Investments lists each of the Fidelity Central Funds held as of period end, as an investment of the Fund, but does not include the underlying holdings of each Fidelity Central Fund. As an Investing Fund, the Fund indirectly bears its proportionate share of the expenses of the underlying Fidelity Central Funds.

The Money Market Central Funds seek preservation of capital and current income and are managed by Fidelity Investments Money Management, Inc. (FIMM), an affiliate of FMR.

A complete unaudited list of holdings for each Fidelity Central Fund is available upon request or at the Securities and Exchange Commission (the SEC) website at www.sec.gov. In addition, the financial statements of the Fidelity Central Funds 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:

Semiannual Report

3. Significant Accounting Policies - continued

Investment Valuation. Investments are valued as of 4:00 p.m. Eastern time on the last calendar day of the period. In accordance with valuation policies and procedures approved by the Board of Trustees (the Board), the Fund attempts to obtain prices from one or more third party pricing vendors or brokers to value its investments. When current market prices, quotations or currency exchange rates are not readily available or reliable, investments will be fair valued in good faith by the FMR Fair Value Committee (the Committee), in accordance with procedures adopted by the Board. Factors used in determining fair value vary by investment type and may include market or investment specific events, changes in interest rates and credit quality. The frequency with which these procedures are used cannot be predicted and they may be utilized to a significant extent. The Committee oversees the Fund's valuation policies and procedures and is responsible for approving and reporting to the Board all fair value determinations.

The Fund categorizes the inputs to valuation techniques used to value its investments into a disclosure hierarchy consisting of three levels as shown below:

Level 1 - quoted prices in active markets for identical investments

Level 2 - other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, etc.)

Level 3 - unobservable inputs (including the Fund's own assumptions based on the best information available)

Valuation techniques used to value the Fund's investments by major category are as follows:

Equity securities, including restricted securities, for which market quotations are readily available, are valued at the last reported sale price or official closing price as reported by a third party pricing vendor on the primary market or exchange on which they are traded and are categorized as Level 1 in the hierarchy. In the event there were no sales during the day or closing prices are not available, securities are valued at the last quoted bid price or may be valued using the last available price and are generally categorized as Level 2 in the hierarchy. For foreign equity securities, when market or security specific events arise, comparisons to the valuation of American Depositary Receipts (ADRs), futures contracts, Exchange-Traded Funds (ETFs) and certain indexes as well as quoted prices for similar securities may be used and would be categorized as Level 2 in the hierarchy. Utilizing these techniques may result in transfers between Level 1 and Level 2. For restricted equity securities and private placements where observable inputs are limited, assumptions about market activity and risk are used and these securities are generally categorized as Level 3 in the hierarchy.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except percentages)

3. Significant Accounting Policies - continued

Investment Valuation - continued

Debt securities, including restricted securities, are valued based on evaluated prices received from third party pricing vendors or from brokers who make markets in such securities. For U.S. government and government agency obligations, pricing vendors utilize matrix pricing which considers yield or price of bonds of comparable quality, coupon, maturity and type as well as broker-supplied prices. When independent prices are unavailable or unreliable, debt securities may be valued utilizing pricing methodologies which consider similar factors that would be used by third party pricing vendors. Debt securities are generally categorized as Level 2 in the hierarchy but may be Level 3 depending on the circumstances.

Futures contracts are valued at the settlement price established each day by the board of trade or exchange on which they are traded and are categorized as Level 1 in the hierarchy. 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. Short-term securities with remaining maturities of sixty days or less may be valued at amortized cost, which approximates fair value, and are categorized as Level 2 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 May 31, 2013, 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

Semiannual Report

3. Significant Accounting Policies - continued

Investment Transactions and Income - continued

4:00 p.m. Eastern time and includes trades executed through the end of the prior business day. Gains and losses on securities sold are determined on the basis of identified cost and may include proceeds received from litigation. Dividend income is recorded on the ex-dividend date, except for certain dividends from foreign securities where the ex-dividend date may have passed, which are recorded as soon as the Fund is informed of the ex-dividend date. Non-cash dividends included in dividend income, if any, are recorded at the fair market value of the securities received. Distributions received on securities that represent a return of capital or capital gain are recorded as a reduction of cost of investments and/or as a realized gain. Subsequent to ex-dividend date the Fund determines the components of these distributions, based upon receipt of tax filings or other correspondence relating to the underlying investment. Interest income and distributions from the Fidelity Central Funds are accrued as earned. Interest income includes coupon interest and amortization of premium and accretion of discount on debt securities. Investment income is recorded net of foreign taxes withheld where recovery of such taxes is uncertain.

Class Allocations and Expenses. Investment income, realized and unrealized capital gains and losses, common expenses of the Fund, and certain fund-level expense reductions, if any, are allocated on a pro-rata basis to each class based on the relative net assets of each class to the total net assets of the Fund. Each class differs with respect to transfer agent and distribution and service plan fees incurred. Certain expense reductions may also differ by class. Expenses directly attributable to a fund are charged to that fund. Expenses attributable to more than one fund are allocated among the respective funds on the basis of relative net assets or other appropriate methods. Expense estimates are accrued in the period to which they relate and adjustments are made when actual amounts are known.

Income Tax Information and Distributions to Shareholders. Each year, the Fund intends to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code, including distributing substantially all of its taxable income and realized gains. As a result, no provision for income taxes is required. The Fund files a U.S. federal tax return, in addition to state and local tax returns as required. A fund's federal income tax returns are subject to examination by the Internal Revenue Service (IRS) for a period of three fiscal years after they are filed. State and local tax returns may be subject to examination for an additional fiscal year depending on the jurisdiction. Foreign taxes are provided for based on the Fund's understanding of the tax rules and rates that exist in the foreign markets in which it invests.

Distributions are declared and recorded on the ex-dividend date. Income dividends and capital gain distributions are declared separately for each class. Income and capital gain

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except percentages)

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

distributions are determined in accordance with income tax regulations, which may differ from GAAP.

Capital accounts within the financial statements are adjusted for permanent book-tax differences. These adjustments have no impact on net assets or the results of operations. Temporary book-tax differences will reverse in a subsequent period.

Book-tax differences are primarily due to futures contracts, foreign currency transactions, passive foreign investment companies (PFIC), partnerships, capital loss carryforwards and losses deferred due to wash sales and excise tax regulations.

The federal tax cost of investment securities and unrealized appreciation (depreciation) as of period end were as follows:

Gross unrealized appreciation	$ 292,218
Gross unrealized depreciation	(71,627)
Net unrealized appreciation (depreciation) on securities and other investments	$ 220,591
Tax cost	$ 1,851,116

Capital loss carryforwards are only available to offset future capital gains of the Fund to the extent provided by regulations and may be limited. Under the Regulated Investment Company Modernization Act of 2010 (the Act), the Fund is permitted to carry forward capital losses incurred in taxable years beginning after December 22, 2010 for an unlimited period and such capital losses are required to be used prior to any losses that expire. The capital loss carryforward information presented below, including any applicable limitation, is estimated as of period end and is subject to adjustment.

Fiscal year of expiration
2015	$ (2,405)
2016	(654,641)
2017	(161,063)
Total with expiration	$ (818,109)
No expiration
Short-term	(292)
Total capital loss carryforward	$ (818,401)

The Fund acquired $12,892 of capital loss carryforwards from Fidelity Mid Cap Growth Fund and $3,960 of capital loss carryforwards from Fidelity Advisor Growth Strategies Fund when they merged into the Fund in January 2013. The losses acquired that will be available to offset future capital gains of the Fund will be limited to approximately $6,594 and $935, respectively, per year. As a result, at least $1,012 of the losses acquired from Fidelity Advisor Growth Strategies Fund will expire unused and is not included in the table above.

Semiannual Report

3. Significant Accounting Policies - continued

Repurchase Agreements. FMR has received an Exemptive Order from the SEC which permits the Fund and other affiliated entities of FMR to transfer uninvested cash balances into joint trading accounts which are then invested in repurchase agreements. The Fund may also invest directly with institutions in repurchase agreements. Repurchase agreements may be collateralized by government or non-government securities. Upon settlement date, collateral is held in segregated accounts with custodian banks and may be obtained in the event of a default of the counterparty. The Fund monitors, on a daily basis, the value of the collateral to ensure it is at least equal to the principal amount of the repurchase agreement (including accrued interest). In the event of a default by the counterparty, realization of the collateral proceeds could be delayed, during which time the value of the collateral may decline.

Restricted Securities. The Fund may invest in securities that are subject to legal or contractual restrictions on resale. These securities generally may be resold in transactions exempt from registration or to the public if the securities are registered. Disposal of these securities may involve time-consuming negotiations and expense, and prompt sale at an acceptable price may be difficult. Information regarding restricted securities is included at the end of the Fund's Schedule of Investments.

New Accounting Pronouncement. The Financial Accounting Standards Board issued in December 2011, Accounting Standard Update No. 2011-11, Disclosures about Offsetting Assets and Liabilities, and in January 2013, Accounting Standards Update No. 2013-1 Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities. These updates create new disclosure requirements requiring entities to disclose both gross and net information for derivatives and other financial instruments that are either offset in the Statement of Assets and Liabilities or subject to an enforceable master netting arrangement or similar agreement. The disclosure requirements are effective for annual reporting periods beginning on or after January 1, 2013, and interim periods within those annual periods. Management is currently evaluating the impact of the update's adoption on the Fund's financial statement disclosures.

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

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except percentages)

4. Derivative Instruments - continued

Risk Exposures and the Use of Derivative Instruments - continued

payments upon the occurrence of specified events in exchange for periodic payments from the other party.

The Fund used derivatives to increase returns and to manage exposure to certain risks as defined below. The success of any strategy involving derivatives depends on analysis of numerous economic factors, and if the strategies for investment do not work as intended, the Fund may not achieve its objectives.

The Fund's use of derivatives increased or decreased its exposure to the following risk:

Equity Risk Equity risk relates to the fluctuations in the value of financial instruments as a result of changes in market prices (other than those arising from interest rate risk or foreign exchange risk), whether caused by factors specific to an individual investment, its issuer, or all factors affecting all instruments traded in a market or market segment.

The Fund is also exposed to additional risks from investing in derivatives, such as liquidity risk and counterparty credit risk. Liquidity risk is the risk that the Fund will be unable to close out the derivative in the open market in a timely manner. Counterparty credit risk is the risk that the counterparty will not be able to fulfill its obligation to the Fund. Counterparty credit risk related to exchange-traded futures contracts is mitigated by the protection provided by the exchange's clearinghouse.

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 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 on futures contracts in the Statement of Assets and Liabilities. Realized gain or (loss) is recorded upon the expiration or closing of a futures contract.

Semiannual Report

4. Derivative Instruments - continued

Futures Contracts - continued

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 and is representative of activity for the period. Securities deposited to meet initial margin requirements are identified in the Schedule of Investments.

During the period the Fund recognized net realized gain (loss) of $1,504 and a change in net unrealized appreciation (depreciation) of $(303) related to its investment in futures contracts. These amounts are included in the Statement of Operations.

5. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $831,548 and $988,725, respectively.

6. Fees and Other Transactions with Affiliates.

Management Fee. FMR and its affiliates provide the Fund with investment management related services for which the Fund pays a monthly management fee. The management fee is the sum of an individual fund fee rate that is based on an annual rate of .30% of the Fund's average net assets and an annualized group fee rate that averaged .26% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by FMR. The group fee rate decreases as assets under management increase and increases as assets under management decrease. In addition, the management fee is subject to a performance adjustment (up to a maximum of ± .20% of the Fund's average net assets over a 36 month performance period). The upward or downward adjustment to the management fee is based on the relative investment performance of the Institutional Class of the Fund as compared to an appropriate benchmark index. For the period, the total annualized management fee rate, including the performance adjustment, was .41% of the Fund's average net assets.

Distribution and Service Plan Fees. In accordance with Rule 12b-1 of the 1940 Act, the Fund has adopted separate Distribution and Service Plans for each class of shares. Certain classes pay Fidelity Distributors Corporation (FDC), an affiliate of FMR, separate Distribution and Service Fees, each of which is based on an annual percentage of each class' average net assets. In addition, FDC may pay financial intermediaries for selling shares of the Fund and providing shareholder support services. For the period,

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except percentages)

6. Fees and Other Transactions with Affiliates - continued

Distribution and Service Plan Fees - continued

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%	$ 790	$ 53
Class T	.25%	.25%	1,970	-
Class B	.75%	.25%	112	84
Class C	.75%	.25%	775	16
			$ 3,647	$ 153

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	$ 22
Class T	11
Class B*	8
Class C*	2
	$ 43

* When Class B and Class C shares are initially sold, FDC pays commissions from its own resources to financial intermediaries through which the sales are made.

Transfer Agent Fees. Fidelity Investments Institutional Operations Company, Inc., (FIIOC), an affiliate of FMR is the transfer, dividend disbursing and shareholder servicing agent for each class of the Fund. FIIOC receives account fees and asset-based fees that vary according to the account size and type of account of the shareholders of the respective classes of the Fund. FIIOC pays for typesetting, printing and mailing of

Semiannual Report

6. Fees and Other Transactions with Affiliates - continued

Transfer Agent Fees - continued

shareholder reports, except proxy statements. For the period, transfer agent fees for each class were as follows:

	Amount	% of Average Net Assets*
Class A	$ 777	.25
Class T	798	.20
Class B	34	.30
Class C	185	.24
Fidelity Stock Selector Mid Cap Fund	210	.26
Institutional Class	201	.21
	$ 2,205

* Annualized

Accounting and Security Lending Fees. Fidelity Service Company, Inc. (FSC), an affiliate of FMR, maintains the Fund's accounting records. The accounting fee is based on the level of average net assets for each month. Under a separate contract, FSC administers the security lending program. The security lending fee is based on the number and duration of lending transactions.

Brokerage Commissions. The Fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of the investment adviser. Brokerage commissions are included in net realized gain (loss) and change in net unrealized appreciation (depreciation) in the Statement of Operations. The commissions paid to these affiliated firms were $20 for the period.

7. Committed Line of Credit.

The Fund participates with other funds managed by FMR or an affiliate in a $4.25 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro-rata portion of the line of credit, which amounted to $3 and is reflected in Miscellaneous expenses on the Statement of Operations. During the period, there were no borrowings on this line of credit.

8. Security Lending.

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

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except percentages)

8. Security Lending - continued

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. 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 $208. During the period, there were no securities loaned to FCM.

9. Expense Reductions.

Many of the brokers with whom FMR places trades on behalf of the Fund provided services to the Fund in addition to trade execution. These services included payments of certain expenses on behalf of the Fund totaling $500 for the period.

In addition, FMR reimbursed a portion of the Fund's operating expenses during the period in the amount of $1.

10. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

	Six months ended May 31, 2013	Year ended November 30, 2012
From net investment income
Class A	$ 3,606	$ 3,191
Class T	2,972	1,890
Class C	121	-
Fidelity Stock Selector Mid Cap Fund A	16	-
Institutional Class	1,457	1,956
Total	$ 8,172	$ 7,037

Semiannual Report

10. Distributions to Shareholders - continued

	Six months ended May 31, 2013	Year ended November 30, 2012
From net realized gain
Class A	$ 1,106	$ -
Class T	1,403	-
Class C	54	-
Fidelity Stock Selector Mid Cap Fund A	3	-
Institutional Class	307	-
Total	$ 2,873	$ -

^A Distributions for Fidelity Stock Selector Mid Cap Fund are for the period June 6, 2012 (commencement of sale of shares) to May 31, 2013.

11. Share Transactions.

Transactions for each class of shares were as follows:

	Shares		Dollars
	Six months ended May 31, 2013A	Year ended November 30, 2012	Six months ended May 31, 2013 A	Year ended November 30, 2012
Class A
Shares sold	818	2,534	$ 19,562	$ 52,691
Issued in exchange for shares of Fidelity Advisor Growth Strategies	483	-	11,196	-
Issued in exchange for shares of Fidelity Mid Cap Growth	410	-	9,497	-
Reinvestment of distributions	196	158	4,309	2,914
Shares redeemed	(3,047)	(9,598)	(72,334)	(199,005)
Net increase (decrease)	(1,140)	(6,906)	$ (27,770)	$ (143,400)
Class T
Shares sold	1,715	3,511	$ 41,421	$ 74,253
Issued in exchange for shares of Fidelity Advisor Growth Strategies	643	-	15,054	-
Issued in exchange for shares of Fidelity Mid Cap Growth	182	-	4,267	-
Reinvestment of distributions	188	96	4,170	1,803
Shares redeemed	(5,445)	(14,999)	(130,875)	(312,249)
Net increase (decrease)	(2,717)	(11,392)	$ (65,963)	$ (236,193)

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except percentages)

11. Share Transactions - continued

	Shares		Dollars
	Six months ended May 31, 2013A	Year ended November 30, 2012	Six months ended May 31, 2013 A	Year ended November 30, 2012
Class B
Shares sold	3	3	$ 42	$ 54
Issued in exchange for shares of Fidelity Advisor Growth Strategies	75	-	1,640	-
Issued in exchange for shares of Fidelity Mid Cap Growth	28	-	614	-
Reinvestment of distributions	-	-	-	-
Shares redeemed	(241)	(540)	(5,399)	(10,540)
Net increase (decrease)	(135)	(537)	$ (3,103)	$ (10,486)
Class C
Shares sold	130	225	$ 2,946	$ 4,440
Issued in exchange for shares of Fidelity Advisor Growth Strategies	209	-	4,553	-
Issued in exchange for shares of Fidelity Mid Cap Growth	219	-	4,769	-
Reinvestment of distributions	7	-	152	-
Shares redeemed	(620)	(1,754)	(13,854)	(34,462)
Net increase (decrease)	(55)	(1,529)	$ (1,434)	$ (30,022)
Fidelity Stock Selector Mid Cap
Shares sold	657	69	$ 16,588	$ 1,562
Issued in exchange for shares of Fidelity Mid Cap Growth	8,810	-	212,139	-
Reinvestment of distributions	1	-	16	-
Shares redeemed	(1,629)	(4)	(40,636)	(89)
Net increase (decrease)	7,839	65	$ 188,107	$ 1,473

Semiannual Report

11. Share Transactions - continued

	Shares		Dollars
	Six months ended May 31, 2013A	Year ended November 30, 2012	Six months ended May 31, 2013 A	Year ended November 30, 2012
Institutional Class
Shares sold	707	1,655	$ 17,598	$ 35,850
Issued in exchange for shares of Fidelity Advisor Growth Strategies	20	-	479	-
Issued in exchange for shares of Fidelity Mid Cap Growth	37	-	888	-
Reinvestment of distributions	68	93	1,564	1,794
Shares redeemed	(712)	(6,043)	(17,685)	(129,543)
Net increase (decrease)	120	(4,295)	$ 2,844	$ (91,899)

^A Share transactions for Fidelity Stock Selector Mid Cap Fund are for the period June 6, 2012 (commencement of sale of shares) to May 31, 2013

12. Merger Information.

On January 11, 2013, the Fund acquired all of the assets and assumed all of the liabilities of Fidelity Advisor Growth Strategies Fund and Fidelity Mid Cap Growth Fund ("Target Funds") pursuant to agreements and plans of reorganization approved by the Board of Trustees ("The Board") on June 12, 2012. The acquisition was accomplished by an exchange of shares of each class of the Fund for corresponding shares then outstanding of the Target Funds at their net asset value on the acquisition date. The reorganization provides shareholders of the Target Funds access to a larger portfolio with a similar investment objective. The reorganization qualified as a tax-free reorganization for federal income tax purposes with no gain or loss recognized to the funds or their shareholders. The Target Funds' net assets of $32,922, including securities of $32,974 and unrealized appreciation of $2,113 for Fidelity Advisor Growth Strategies Fund; and net assets of $232,174, including securities of $233,755 and unrealized appreciation of $14,520 for Fidelity Mid Cap Growth Fund were combined with the Fund's net assets of $1,716,041 for total net assets after the acquisition of $1,981,137.

Pro forma results of operations of the combined entity for the entire period ended May  31, 2013, as though the acquisition had occurred as of the beginning of the year (rather than on the actual acquisition date), are as follows:

Net investment income (loss)	$ 5,799
Total net realized gain (loss)	155,808
Total change in net unrealized appreciation (depreciation)	138,023
Net increase (decrease) in net assets resulting from operations	$ 299,630

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except percentages)

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.

Semiannual 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

Brown Brothers Harriman & Co.

Boston, MA

(Fidelity Investment logo)(registered trademark)

MCI-USAN-0713
1.786800.110

(Fidelity Investment logo)(registered trademark)
Fidelity Advisor® Stock Selector

Mid Cap

Fund - Class A, Class T, Class B
and Class C

Semiannual Report

May 31, 2013

(Fidelity Cover Art)

Contents

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.

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.

All other marks appearing herein are registered or unregistered trademarks or service marks of FMR LLC or an affiliated company. © 2013 FMR LLC. All rights reserved.

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.

Semiannual Report

Shareholder Expense Example

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including sales charges (loads) on purchase payments or redemption proceeds, and (2) ongoing costs, including management fees, distribution and/or service (12b-1) fees and other Fund expenses. This Example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (December 1, 2012 to May 31, 2013).

Actual Expenses

The first line of the accompanying table for each class of the Fund provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000.00 (for example, an $8,600 account value divided by $1,000.00 = 8.6), then multiply the result by the number in the first line for a class of the Fund under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period. A small balance maintenance fee of $12.00 that is charged once a year may apply for certain accounts with a value of less than $2,000. This fee is not included in the table below. If it was, the estimate of expenses you paid during the period would be higher, and your ending account value lower, by this amount. In addition, the Fund, as a shareholder in the underlying Fidelity Central Funds, will indirectly bear its pro-rata share of the fees and expenses incurred by the underlying Fidelity Central Funds. These fees and expenses are not included in the Fund's annualized expense ratio used to calculate the expense estimate in the table below.

Hypothetical Example for Comparison Purposes

The second line of the accompanying table for each class of the Fund provides information about hypothetical account values and hypothetical expenses based on a Class' actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Class' actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds. A small balance maintenance fee of $12.00 that is charged once a year may apply for certain accounts with a value of less than $2,000. This fee is not included in the table below. If it was, the estimate of expenses you paid during the period would be higher, and your ending account value lower, by this amount. In addition, the Fund, as a shareholder in the underlying Fidelity Central Funds, will indirectly bear its pro-rata share of the fees and expenses incurred by the underlying Fidelity Central Funds. These fees and expenses are not included in the Fund's annualized expense ratio used to calculate the expense estimate in the table below.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transaction costs. Therefore, the second line of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

Semiannual Report

Shareholder Expense Example - continued

	Annualized Expense Ratio B	Beginning Account Value December 1, 2012	Ending Account Value May 31, 2013	Expenses Paid During Period* December 1, 2012 to May 31, 2013
Class A	.96%
Actual		$ 1,000.00	$ 1,164.20	$ 5.18
HypotheticalA		$ 1,000.00	$ 1,020.14	$ 4.84
Class T	1.17%
Actual		$ 1,000.00	$ 1,162.90	$ 6.31
HypotheticalA		$ 1,000.00	$ 1,019.10	$ 5.89
Class B	1.77%
Actual		$ 1,000.00	$ 1,159.30	$ 9.53
HypotheticalA		$ 1,000.00	$ 1,016.11	$ 8.90
Class C	1.71%
Actual		$ 1,000.00	$ 1,159.70	$ 9.21
HypotheticalA		$ 1,000.00	$ 1,016.40	$ 8.60
Fidelity Stock Selector Mid Cap Fund	.73%
Actual		$ 1,000.00	$ 1,165.30	$ 3.94
HypotheticalA		$ 1,000.00	$ 1,021.29	$ 3.68
Institutional Class	.68%
Actual		$ 1,000.00	$ 1,166.00	$ 3.67
HypotheticalA		$ 1,000.00	$ 1,021.54	$ 3.43

^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 182/365 (to reflect the one-half year period).

Semiannual Report

Investment Changes (Unaudited)

Top Ten Stocks as of May 31, 2013
	% of fund's net assets	% of fund's net assets 6 months ago
AMETEK, Inc.	2.0	1.8
Capital One Financial Corp.	1.6	1.2
Hubbell, Inc. Class B	1.4	1.4
Roper Industries, Inc.	1.2	0.9
J.B. Hunt Transport Services, Inc.	1.2	1.3
Alliance Data Systems Corp.	1.0	0.8
MSC Industrial Direct Co., Inc. Class A	1.0	0.0
SLM Corp.	1.0	0.8
OGE Energy Corp.	1.0	0.8
Airgas, Inc.	1.0	0.8
	12.4
Top Five Market Sectors as of May 31, 2013
	% of fund's net assets	% of fund's net assets 6 months ago
Financials	22.3	21.4
Industrials	17.7	16.9
Information Technology	15.1	14.4
Consumer Discretionary	12.6	13.6
Health Care	9.0	9.4

Asset Allocation (% of fund's net assets)
As of May 31, 2013*			As of November 30, 2012**
	Stocks and Equity Futures 99.1%			Stocks and Equity Futures 97.7%
	Short-Term Investments and Net Other Assets (Liabilities) 0.9%			Short-Term Investments and Net Other Assets (Liabilities) 2.3%
* Foreign investments		8.5%	** Foreign investments		10.9%

Semiannual Report

Investments May 31, 2013 (Unaudited)

Showing Percentage of Net Assets

Common Stocks - 98.4%
	Shares		Value (000s)
CONSUMER DISCRETIONARY - 12.6%
Distributors - 0.8%
LKQ Corp. (a)	667,280		$ 16,335
Hotels, Restaurants & Leisure - 1.2%
Buffalo Wild Wings, Inc. (a)	44,040		4,226
Domino's Pizza, Inc.	92,440		5,479
Panera Bread Co. Class A (a)	73,600		14,119
			23,824
Household Durables - 2.0%
Jarden Corp. (a)	350,115		16,308
NVR, Inc. (a)	12,357		12,151
Tupperware Brands Corp.	153,580		12,437
			40,896
Internet & Catalog Retail - 0.4%
Liberty Media Corp. Interactive Series A (a)	348,310		7,820
Leisure Equipment & Products - 0.4%
Brunswick Corp.	237,700		7,980
Multiline Retail - 0.7%
Dollar General Corp. (a)	173,940		9,184
Dollar Tree, Inc. (a)	132,678		6,374
			15,558
Specialty Retail - 6.6%
Abercrombie & Fitch Co. Class A	69,382		3,475
American Eagle Outfitters, Inc.	754,900		14,939
Cabela's, Inc. Class A (a)	224,000		15,021
CarMax, Inc. (a)	119,380		5,583
Dick's Sporting Goods, Inc.	308,280		16,135
DSW, Inc. Class A	117,600		8,701
L Brands, Inc.	130,315		6,517
O'Reilly Automotive, Inc. (a)	83,210		9,062
PetSmart, Inc.	150,260		10,143
Ross Stores, Inc.	57,210		3,679
Sally Beauty Holdings, Inc. (a)	269,420		8,247
Tractor Supply Co.	170,868		19,134
Williams-Sonoma, Inc.	285,660		15,414
			136,050
Textiles, Apparel & Luxury Goods - 0.5%
Hanesbrands, Inc.	217,110		10,825
TOTAL CONSUMER DISCRETIONARY			259,288
Common Stocks - continued
	Shares		Value (000s)
CONSUMER STAPLES - 3.7%
Beverages - 0.7%
Beam, Inc.	101,800		$ 6,601
Dr. Pepper Snapple Group, Inc.	135,300		6,221
Monster Beverage Corp. (a)	25,584		1,397
			14,219
Food & Staples Retailing - 0.8%
United Natural Foods, Inc. (a)	164,345		8,697
Whole Foods Market, Inc.	131,842		6,837
			15,534
Food Products - 1.6%
ConAgra Foods, Inc.	133,000		4,481
Green Mountain Coffee Roasters, Inc. (a)	177,663		12,992
Mead Johnson Nutrition Co. Class A	67,300		5,456
The J.M. Smucker Co.	45,080		4,551
TreeHouse Foods, Inc. (a)	85,280		5,584
			33,064
Household Products - 0.6%
Church & Dwight Co., Inc.	212,550		12,925
TOTAL CONSUMER STAPLES			75,742
ENERGY - 6.3%
Energy Equipment & Services - 2.0%
Dril-Quip, Inc. (a)	98,000		8,864
Ensco PLC Class A	128,340		7,722
Helmerich & Payne, Inc.	154,180		9,519
Oil States International, Inc. (a)	55,600		5,477
Rowan Companies PLC (a)	311,810		10,365
			41,947
Oil, Gas & Consumable Fuels - 4.3%
Atlas Pipeline Partners LP	278,820		10,375
Cheniere Energy, Inc. (a)	170,200		4,995
Cimarex Energy Co.	219,700		15,410
Energen Corp.	205,800		11,152
HollyFrontier Corp.	148,770		7,364
SM Energy Co.	242,346		14,696
Targa Resources Corp.	87,000		5,605
Common Stocks - continued
	Shares		Value (000s)
ENERGY - continued
Oil, Gas & Consumable Fuels - continued
Whiting Petroleum Corp. (a)	169,900		$ 7,827
WPX Energy, Inc. (a)	542,380		10,446
			87,870
TOTAL ENERGY			129,817
FINANCIALS - 22.3%
Capital Markets - 2.2%
Ashmore Global Opportunities Ltd. (United Kingdom)	496,422		4,073
AURELIUS AG	403,500		10,017
KKR & Co. LP	252,564		4,920
Monex Group, Inc. (d)	5,755		2,126
Oaktree Capital Group LLC	112,900		5,888
Raymond James Financial, Inc.	250,400		11,010
TD Ameritrade Holding Corp.	306,634		7,188
			45,222
Commercial Banks - 3.2%
Boston Private Financial Holdings, Inc.	251,400		2,476
CIT Group, Inc. (a)	340,498		15,690
City National Corp.	212,910		13,362
Erste Group Bank AG	293,900		9,573
Huntington Bancshares, Inc.	2,209,578		17,124
Synovus Financial Corp.	2,647,289		7,254
			65,479
Consumer Finance - 2.9%
ACOM Co. Ltd. (a)	36,280		1,278
Capital One Financial Corp.	550,800		33,560
Cash America International, Inc.	82,600		3,941
SLM Corp.	861,416		20,450
			59,229
Diversified Financial Services - 0.8%
Interactive Brokers Group, Inc.	1,085,767		17,123
Insurance - 1.8%
Direct Line Insurance Group PLC	2,886,600		9,298
Fairfax Financial Holdings Ltd. (sub. vtg.)	44,800		18,091
ProAssurance Corp.	72,900		3,660
Validus Holdings Ltd.	165,089		5,961
			37,010
Common Stocks - continued
	Shares		Value (000s)
FINANCIALS - continued
Real Estate Investment Trusts - 9.6%
Acadia Realty Trust (SBI)	242,680		$ 6,290
Alexandria Real Estate Equities, Inc.	244,975		16,781
Camden Property Trust (SBI)	240,422		16,649
Chesapeake Lodging Trust	260,391		5,872
Corrections Corp. of America	11,600		408
Equity One, Inc.	466,933		10,894
Essex Property Trust, Inc.	105,664		16,604
Glimcher Realty Trust	773,464		9,034
Highwoods Properties, Inc. (SBI)	262,606		9,564
Home Properties, Inc.	170,123		10,338
National Retail Properties, Inc.	459,969		16,499
Pennsylvania Real Estate Investment Trust (SBI)	28,000		557
Piedmont Office Realty Trust, Inc. Class A	300,678		5,710
Redwood Trust, Inc.	315,000		6,035
Retail Properties America, Inc.	552,898		8,437
SL Green Realty Corp.	218,765		19,028
Sovran Self Storage, Inc.	93,839		6,087
Terreno Realty Corp.	349,710		6,655
Ventas, Inc.	167,896		11,983
Weyerhaeuser Co.	422,214		12,590
			196,015
Real Estate Management & Development - 1.2%
Altisource Asset Management Corp. (a)	7,593		2,126
Altisource Portfolio Solutions SA	108,310		10,210
CBRE Group, Inc. (a)	525,032		12,170
			24,506
Thrifts & Mortgage Finance - 0.6%
Ocwen Financial Corp. (a)	295,663		12,648
TOTAL FINANCIALS			457,232
HEALTH CARE - 9.0%
Biotechnology - 2.5%
Alexion Pharmaceuticals, Inc. (a)	80,000		7,803
BioMarin Pharmaceutical, Inc. (a)	80,040		5,019
Grifols SA ADR	230,000		6,270
Medivation, Inc. (a)	100,000		4,856
Onyx Pharmaceuticals, Inc. (a)	80,000		7,636
Common Stocks - continued
	Shares		Value (000s)
HEALTH CARE - continued
Biotechnology - continued
Regeneron Pharmaceuticals, Inc. (a)	33,000		$ 7,982
Vertex Pharmaceuticals, Inc. (a)	153,000		12,287
			51,853
Health Care Equipment & Supplies - 1.5%
Boston Scientific Corp. (a)	1,650,000		15,246
The Cooper Companies, Inc.	145,000		16,386
			31,632
Health Care Providers & Services - 2.6%
BioScrip, Inc. (a)	500,000		6,990
Catamaran Corp. (a)	110,000		5,396
HCA Holdings, Inc.	200,000		7,812
Humana, Inc.	90,000		7,270
MEDNAX, Inc. (a)	160,000		14,853
Quest Diagnostics, Inc.	120,000		7,421
Universal Health Services, Inc. Class B	50,000		3,457
			53,199
Health Care Technology - 0.8%
athenahealth, Inc. (a)	70,000		5,919
Cerner Corp. (a)	100,000		9,828
			15,747
Life Sciences Tools & Services - 0.4%
Illumina, Inc. (a)	110,000		7,735
Pharmaceuticals - 1.2%
Actavis, Inc. (a)	109,000		13,439
Endo Health Solutions, Inc. (a)	275,000		9,983
			23,422
TOTAL HEALTH CARE			183,588
INDUSTRIALS - 17.7%
Aerospace & Defense - 1.5%
Precision Castparts Corp.	67,240		14,384
TransDigm Group, Inc.	108,010		15,780
			30,164
Building Products - 0.8%
Armstrong World Industries, Inc. (a)	333,760		17,346
Commercial Services & Supplies - 0.9%
Covanta Holding Corp.	156,561		3,202
Interface, Inc.	178,040		2,991
Common Stocks - continued
	Shares		Value (000s)
INDUSTRIALS - continued
Commercial Services & Supplies - continued
Republic Services, Inc.	310,400		$ 10,585
West Corp.	86,500		1,981
			18,759
Electrical Equipment - 6.5%
AMETEK, Inc.	950,490		41,017
Eaton Corp. PLC	258,400		17,070
Hubbell, Inc. Class B	288,140		28,938
Regal-Beloit Corp.	190,600		12,867
Rockwell Automation, Inc.	95,400		8,397
Roper Industries, Inc.	200,520		24,909
			133,198
Machinery - 2.7%
Cummins, Inc.	151,800		18,160
Ingersoll-Rand PLC	317,507		18,266
Manitowoc Co., Inc.	538,200		11,308
WABCO Holdings, Inc. (a)	102,118		7,702
			55,436
Professional Services - 0.9%
Verisk Analytics, Inc. (a)	309,600		18,211
Road & Rail - 1.2%
J.B. Hunt Transport Services, Inc.	334,240		24,620
Trading Companies & Distributors - 3.2%
Beacon Roofing Supply, Inc. (a)	294,493		12,139
MSC Industrial Direct Co., Inc. Class A	253,808		20,982
W.W. Grainger, Inc.	54,500		14,030
Watsco, Inc.	219,600		19,160
			66,311
TOTAL INDUSTRIALS			364,045
INFORMATION TECHNOLOGY - 15.1%
Communications Equipment - 1.7%
F5 Networks, Inc. (a)	93,600		7,788
Juniper Networks, Inc. (a)	463,400		8,216
Polycom, Inc. (a)	843,577		9,558
Riverbed Technology, Inc. (a)	542,050		8,380
			33,942
Computers & Peripherals - 0.6%
NCR Corp. (a)	393,700		13,150
Common Stocks - continued
	Shares		Value (000s)
INFORMATION TECHNOLOGY - continued
Electronic Equipment & Components - 1.3%
Arrow Electronics, Inc. (a)	309,610		$ 12,310
Fabrinet (a)	427,275		6,208
Jabil Circuit, Inc.	395,700		7,938
			26,456
Internet Software & Services - 1.1%
Bankrate, Inc. (a)	659,542		9,438
Rackspace Hosting, Inc. (a)	290,100		10,887
Velti PLC (a)(d)	1,433,766		2,523
Velti PLC (f)	215,084		341
			23,189
IT Services - 2.8%
Alliance Data Systems Corp. (a)	120,820		21,396
Amdocs Ltd.	217,570		7,767
Global Payments, Inc.	298,300		14,306
Sapient Corp. (a)	508,200		6,546
Total System Services, Inc.	329,400		7,744
			57,759
Semiconductors & Semiconductor Equipment - 1.3%
Broadcom Corp. Class A	123,400		4,431
RF Micro Devices, Inc. (a)	705,800		3,896
Skyworks Solutions, Inc. (a)	766,650		18,292
			26,619
Software - 6.3%
Autodesk, Inc. (a)	125,400		4,731
Check Point Software Technologies Ltd. (a)	273,700		13,707
Citrix Systems, Inc. (a)	130,695		8,410
Informatica Corp. (a)	245,200		8,915
MICROS Systems, Inc. (a)(d)	349,000		14,728
Nuance Communications, Inc. (a)	629,434		11,959
Parametric Technology Corp. (a)	606,000		15,217
salesforce.com, Inc. (a)	110,000		4,656
SolarWinds, Inc. (a)	197,780		8,336
Solera Holdings, Inc.	160,220		8,775
Synopsys, Inc. (a)	356,800		13,005
TIBCO Software, Inc. (a)	454,600		9,697
Verint Systems, Inc. (a)	207,200		6,956
			129,092
TOTAL INFORMATION TECHNOLOGY			310,207
Common Stocks - continued
	Shares		Value (000s)
MATERIALS - 7.1%
Chemicals - 4.5%
Airgas, Inc.	192,704		$ 19,827
Albemarle Corp.	226,582		15,163
Ashland, Inc.	110,200		9,799
Eastman Chemical Co.	96,070		6,890
FMC Corp.	149,440		9,371
Sherwin-Williams Co.	40,431		7,622
Valspar Corp.	185,930		13,326
W.R. Grace & Co. (a)	108,297		9,152
			91,150
Containers & Packaging - 1.5%
Aptargroup, Inc.	218,156		12,374
Ball Corp.	156,489		6,754
Rock-Tenn Co. Class A	123,300		12,180
			31,308
Metals & Mining - 1.1%
Carpenter Technology Corp.	185,300		8,924
Reliance Steel & Aluminum Co.	218,885		14,396
			23,320
TOTAL MATERIALS			145,778
TELECOMMUNICATION SERVICES - 0.3%
Diversified Telecommunication Services - 0.2%
TW telecom, Inc. (a)	163,511		4,665
Wireless Telecommunication Services - 0.1%
SBA Communications Corp. Class A (a)	29,210		2,199
TOTAL TELECOMMUNICATION SERVICES			6,864
UTILITIES - 4.3%
Electric Utilities - 1.8%
Great Plains Energy, Inc.	405,400		9,150
OGE Energy Corp.	297,900		20,218
PNM Resources, Inc.	277,338		6,218
			35,586
Gas Utilities - 1.0%
National Fuel Gas Co.	163,851		10,028
Questar Corp.	393,064		9,555
			19,583
Common Stocks - continued
	Shares		Value (000s)
UTILITIES - continued
Independent Power Producers & Energy Traders - 0.4%
Black Hills Corp.	185,300		$ 8,796
Multi-Utilities - 0.7%
Alliant Energy Corp.	235,200		11,586
MDU Resources Group, Inc.	126,400		3,269
			14,855
Water Utilities - 0.4%
American Water Works Co., Inc.	160,420		6,407
Companhia de Saneamento Basico do Estado de Sao Paulo (SABESP) sponsored ADR	184,000		2,340
			8,747
TOTAL UTILITIES			87,567
TOTAL COMMON STOCKS (Cost $1,795,863)		2,020,128

U.S. Treasury Obligations - 0.0%
	Principal Amount (000s)
U.S. Treasury Bills, yield at date of purchase 0.01% to 0.05% 7/5/13 to 7/25/13 (e) (Cost $860)	$ 860	860

Money Market Funds - 2.2%
	Shares
Fidelity Cash Central Fund, 0.12% (b)	39,072,769		39,073
Fidelity Securities Lending Cash Central Fund, 0.12% (b)(c)	5,635,567		5,636
TOTAL MONEY MARKET FUNDS (Cost $44,709)		44,709
Cash Equivalents - 0.3%
	Maturity Amount (000s)		Value (000s)
Investments in repurchase agreements in a joint trading account at 0.06%, dated 5/31/13 due 6/3/13 (Collateralized by U.S. Treasury Obligations) # (Cost $6,010)	$ 6,010		$ 6,010
TOTAL INVESTMENT PORTFOLIO - 100.9% (Cost $1,847,442)			2,071,707
NET OTHER ASSETS (LIABILITIES) - (0.9)%			(18,354)
NET ASSETS - 100%		$ 2,053,353

Futures Contracts
	Expiration Date	Underlying Face Amount at Value (000s)	Unrealized Appreciation/ (Depreciation) (000s)
Purchased
Equity Index Contracts
123 CME E-mini S&P Midcap 400 Index Contracts	June 2013	$ 14,556	$ (306)

The face value of futures purchased as a percentage of net assets is 0.7%

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 are available on the SEC's website or upon request.

(c) Investment made with cash collateral received from securities on loan.

(d) Security or a portion of the security is on loan at period end.

(e) Security or a portion of the security was pledged to cover margin requirements for futures contracts. At the period end, the value of securities pledged amounted to $670,000.

(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 $341,000 or 0.0% of net assets.

Additional information on each restricted holding is as follows:

Security	Acquisition Date	Acquisition Cost (000s)
Velti PLC	4/19/13	$ 323

# Additional information on each counterparty to the repurchase agreement is as follows:

Repurchase Agreement / Counterparty	Value (Amounts in thousands)
$6,010,000 due 6/03/13 at 0.06%
Barclays Capital, Inc.	$ 1,681
Merrill Lynch, Pierce, Fenner & Smith, Inc.	1,168
UBS Securities LLC	3,161
	$ 6,010

Affiliated Central Funds

Information regarding fiscal year to date income earned by the Fund from investments in Fidelity Central Funds is as follows:

Fund	Income earned (Amounts in thousands)
Fidelity Cash Central Fund	$ 39
Fidelity Securities Lending Cash Central Fund	208
Total	$ 247

Other Information

The following is a summary of the inputs used, as of May 31, 2013, involving the Fund's assets and liabilities carried at fair value. The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs, and their aggregation into the levels used in the table below, please refer to the Investment Valuation section in the accompanying Notes to Financial Statements.

Valuation Inputs at Reporting Date:
Description (Amounts in thousands)	Total	Level 1	Level 2	Level 3
Investments in Securities:
Equities:
Consumer Discretionary	$ 259,288	$ 259,288	$ -	$ -
Consumer Staples	75,742	75,742	-	-
Energy	129,817	129,817	-	-
Financials	457,232	453,828	3,404	-
Health Care	183,588	183,588	-	-
Industrials	364,045	364,045	-	-
Information Technology	310,207	309,866	341	-
Materials	145,778	145,778	-	-
Valuation Inputs at Reporting Date:
Description (Amounts in thousands)	Total	Level 1	Level 2	Level 3
Investments in Securities:
Equities:
Telecommunication Services	$ 6,864	$ 6,864	$ -	$ -
Utilities	87,567	87,567	-	-
U.S. Government and Government Agency Obligations	860	-	860	-
Money Market Funds	44,709	44,709	-	-
Cash Equivalents	6,010	-	6,010	-
Total Investments in Securities:	$ 2,071,707	$ 2,061,092	$ 10,615	$ -
Derivative Instruments:
Liabilities
Futures Contracts	$ (306)	$ (306)	$ -	$ -

Value of Derivative Instruments

The following table is a summary of the Fund's value of derivative instruments by primary risk exposure as of May 31, 2013. For additional information on derivative instruments, please refer to the Derivative Instruments section in the accompanying Notes to Financial Statements.

Primary Risk Exposure / Derivative Type	Value (Amounts in thousands)
	Asset	Liability
Equity Risk
Futures Contracts (a)	$ -	$ (306)
Total Value of Derivatives	$ -	$ (306)

(a) Reflects cumulative appreciation/depreciation on futures contracts as disclosed in the Schedule of Investments. Only the period end variation margin is separately disclosed in the Statement of Assets and Liabilities and is included in the receivable/payable for daily variation margin on derivative instruments line-items.

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Financial Statements

Statement of Assets and Liabilities

Amounts in thousands (except per-share amounts)	May 31, 2013 (Unaudited)
Assets
Investment in securities, at value (including securities loaned of $5,370 and repurchase agreements of $6,010) - See accompanying schedule: Unaffiliated issuers (cost $1,802,733)	$ 2,026,998
Fidelity Central Funds (cost $44,709)	44,709
Total Investments (cost $1,847,442)		$ 2,071,707
Receivable for investments sold		22,682
Receivable for fund shares sold		623
Dividends receivable		2,395
Distributions receivable from Fidelity Central Funds		28
Prepaid expenses		1
Receivable from investment adviser for expense reductions		1
Other receivables		18
Total assets		2,097,455
Liabilities
Payable to custodian bank	$ 232
Payable for investments purchased	32,789
Payable for fund shares redeemed	3,364
Accrued management fee	829
Distribution and service plan fees payable	631
Payable for daily variation margin on futures contracts	130
Other affiliated payables	434
Other payables and accrued expenses	57
Collateral on securities loaned, at value	5,636
Total liabilities		44,102
Net Assets		$ 2,053,353
Net Assets consist of:
Paid in capital		$ 2,485,213
Undistributed net investment income		528
Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions		(656,263)
Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies		223,875
Net Assets		$ 2,053,353

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Statement of Assets and Liabilities - continued

Amounts in thousands (except per-share amounts)	May 31, 2013 (Unaudited)
Calculation of Maximum Offering Price Class A: Net Asset Value and redemption price per share ($655,380 ÷ 25,607.04 shares)		$ 25.59
Maximum offering price per share (100/94.25 of $25.59)		$ 27.15
Class T: Net Asset Value and redemption price per share ($802,210 ÷ 31,031.26 shares)		$ 25.85
Maximum offering price per share (100/96.50 of $25.85)		$ 26.79
Class B: Net Asset Value and offering price per share ($21,699 ÷ 903.68 shares)A		$ 24.01
Class C: Net Asset Value and offering price per share ($162,137 ÷ 6,752.44 shares)A		$ 24.01
Fidelity Stock Selector Mid Cap Fund: Net Asset Value, offering price and redemption price per share ($210,513 ÷ 7,903.64 shares)		$ 26.63
Institutional Class: Net Asset Value, offering price and redemption price per share ($201,414 ÷ 7,543.77 shares)		$ 26.70

^A Redemption price per share is equal to net asset value less any applicable contingent deferred sales charge.

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Financial Statements - continued

Statement of Operations

Amounts in thousands Six months ended May 31, 2013 (Unaudited)
Investment Income
Dividends		$ 15,142
Interest		1
Income from Fidelity Central Funds		247
Total income		15,390
Expenses
Management fee Basic fee	$ 5,400
Performance adjustment	(1,452)
Transfer agent fees	2,205
Distribution and service plan fees	3,647
Accounting and security lending fees	298
Custodian fees and expenses	29
Independent trustees' compensation	6
Registration fees	102
Audit	55
Legal	17
Miscellaneous	101
Total expenses before reductions	10,408
Expense reductions	(501)	9,907
Net investment income (loss)		5,483
Realized and Unrealized Gain (Loss) Net realized gain (loss) on:
Investment securities:
Unaffiliated issuers	154,171
Foreign currency transactions	(749)
Futures contracts	1,504
Total net realized gain (loss)		154,926
Change in net unrealized appreciation (depreciation) on: Investment securities	128,207
Assets and liabilities in foreign currencies	(17)
Futures contracts	(303)
Total change in net unrealized appreciation (depreciation)		127,887
Net gain (loss)		282,813
Net increase (decrease) in net assets resulting from operations		$ 288,296

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Statement of Changes in Net Assets

Amounts in thousands	Six months ended May 31, 2013 (Unaudited)	Year ended November 30, 2012
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$ 5,483	$ 5,143
Net realized gain (loss)	154,926	131,666
Change in net unrealized appreciation (depreciation)	127,887	136,150
Net increase (decrease) in net assets resulting from operations	288,296	272,959
Distributions to shareholders from net investment income	(8,172)	(7,037)
Distributions to shareholders from net realized gain	(2,873)	-
Total distributions	(11,045)	(7,037)
Share transactions - net increase (decrease)	92,681	(510,527)
Redemption fees	2	-
Total increase (decrease) in net assets	369,934	(244,605)
Net Assets
Beginning of period	1,683,419	1,928,024
End of period (including undistributed net investment income of $528 and undistributed net investment income of $3,217, respectively)	$ 2,053,353	$ 1,683,419

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Financial Highlights - Class A

	Six months ended May 31, 2013	Years ended November 30,
	(Unaudited)	2012	2011	2010	2009	2008
Selected Per-Share Data
Net asset value, beginning of period	$ 22.16	$ 19.15	$ 19.22	$ 15.75	$ 10.52	$ 26.93
Income from Investment Operations
Net investment income (loss) E	.08	.09	.08 H	(.02)	.03	- L
Net realized and unrealized gain (loss)	3.53	3.02	(.15)	3.55	5.20	(12.94)
Total from investment operations	3.61	3.11	(.07)	3.53	5.23	(12.94)
Distributions from net investment income	(.14)	(.10)	-	(.03) I	-	-
Distributions from net realized gain	(.04)	-	-	(.03) I	-	(3.47)
Total distributions	(.18)	(.10)	-	(.06)	-	(3.47)
Redemption fees added to paid in capital E	- L	-	-	-	-	-
Net asset value, end of period	$ 25.59	$ 22.16	$ 19.15	$ 19.22	$ 15.75	$ 10.52
Total Return B,C,D	16.42%	16.32%	(.36)%	22.48%	49.71%	(55.09)%
Ratios to Average Net Assets F,J
Expenses before reductions	.96% A	.94%	.92%	.86%	.83%	1.10%
Expenses net of fee waivers, if any	.96% A	.94%	.92%	.86%	.83%	1.10%
Expenses net of all reductions	.91% A	.94%	.91%	.84%	.81%	1.08%
Net investment income (loss)	.67% A	.41%	.39% H	(.12)%	.25%	.01%
Supplemental Data
Net assets, end of period (in millions)	$ 655	$ 593	$ 644	$ 945	$ 906	$ 712
Portfolio turnover rate G	90% A, K	72%	198%	141%	244%	199%

^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 Total returns do not include the effect of the sales charges.

^E Calculated based on average shares outstanding during the period.

^F 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.

^G Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

^H Investment income per share reflects a large, non-recurring dividend which amounted to $.05 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been .12%.

^I The amounts shown reflect certain reclassifications related to book to tax differences that were made in the year shown.

^J Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

^K The portfolio turnover rate does not include the assets acquired in the merger.

^L Amount represents less than $.01 per share.

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Financial Highlights - Class T

	Six months ended May 31, 2013	Years ended November 30,
	(Unaudited)	2012	2011	2010	2009	2008
Selected Per-Share Data
Net asset value, beginning of period	$ 22.36	$ 19.30	$ 19.41	$ 15.89	$ 10.64	$ 27.16
Income from Investment Operations
Net investment income (loss) E	.06	.05	.04 H	(.05)	.01	(.03)
Net realized and unrealized gain (loss)	3.56	3.05	(.15)	3.59	5.24	(13.08)
Total from investment operations	3.62	3.10	(.11)	3.54	5.25	(13.11)
Distributions from net investment income	(.09)	(.04)	-	-	-	-
Distributions from net realized gain	(.04)	-	-	(.02) I	-	(3.41)
Total distributions	(.13)	(.04)	-	(.02)	-	(3.41)
Redemption fees added to paid in capital E	- L	-	-	-	-	-
Net asset value, end of period	$ 25.85	$ 22.36	$ 19.30	$ 19.41	$ 15.89	$ 10.64
Total Return B,C,D	16.29%	16.12%	(.57)%	22.31%	49.34%	(55.14)%
Ratios to Average Net Assets F,I
Expenses before reductions	1.17% A	1.14%	1.11%	1.03%	1.02%	1.28%
Expenses net of fee waivers, if any	1.17% A	1.14%	1.11%	1.03%	1.02%	1.28%
Expenses net of all reductions	1.12% A	1.13%	1.10%	1.01%	.99%	1.27%
Net investment income (loss)	.46% A	.22%	.20% H	(.30)%	.07%	(.17)%
Supplemental Data
Net assets, end of period (in millions)	$ 802	$ 755	$ 871	$ 1,282	$ 1,520	$ 1,368
Portfolio turnover rate G	90% A,K	72%	198%	141%	244%	199%

^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 Total returns do not include the effect of the sales charges.

^E Calculated based on average shares outstanding during the period.

^F 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.

^G Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

^H Investment income per share reflects a large, non-recurring dividend which amounted to $.05 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been (.07)%.

^I The amounts shown reflect certain reclassifications related to book to tax differences that were made in the year shown.

^J Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

^K The portfolio turnover rate does not include the assets acquired in the merger.

^L Amount represents less than $.01 per share.

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Financial Highlights - Class B

	Six months ended May 31, 2013	Years ended November 30,
	(Unaudited)	2012	2011	2010	2009	2008
Selected Per-Share Data
Net asset value, beginning of period	$ 20.71	$ 17.94	$ 18.15	$ 14.93	$ 10.05	$ 25.80
Income from Investment Operations
Net investment income (loss) E	(.02)	(.07)	(.07) H	(.15)	(.06)	(.15)
Net realized and unrealized gain (loss)	3.32	2.84	(.14)	3.37	4.94	(12.38)
Total from investment operations	3.30	2.77	(.21)	3.22	4.88	(12.53)
Distributions from net realized gain	-	-	-	-	-	(3.22)
Total distributions	-	-	-	-	-	(3.22)
Redemption fees added to paid in capital E	- K	-	-	-	-	-
Net asset value, end of period	$ 24.01	$ 20.71	$ 17.94	$ 18.15	$ 14.93	$ 10.05
Total Return B,C,D	15.93%	15.44%	(1.16)%	21.57%	48.56%	(55.43)%
Ratios to Average Net Assets F,I
Expenses before reductions	1.77% A	1.73%	1.71%	1.63%	1.59%	1.89%
Expenses net of fee waivers, if any	1.77% A	1.73%	1.71%	1.63%	1.59%	1.89%
Expenses net of all reductions	1.72% A	1.73%	1.70%	1.61%	1.57%	1.88%
Net investment income (loss)	(.14)% A	(.38)%	(.40)% H	(.90)%	(.51)%	(.78)%
Supplemental Data
Net assets, end of period (in millions)	$ 22	$ 22	$ 28	$ 75	$ 131	$ 162
Portfolio turnover rate G	90% A, J	72%	198%	141%	244%	199%

^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 Total returns do not include the effect of the contingent deferred sales charge.

^E Calculated based on average shares outstanding during the period.

^F Fees and expenses of 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.

^G Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

^H Investment income per share reflects a large, non-recurring dividend which amounted to $.05 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been (.67)%.

^I Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

^J The portfolio turnover rate does not include the assets acquired in the merger.

^K Amount represents less than $.01 per share.

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Financial Highlights - Class C

	Six months ended May 31, 2013	Years ended November 30,
	(Unaudited)	2012	2011	2010	2009	2008
Selected Per-Share Data
Net asset value, beginning of period	$ 20.73	$ 17.95	$ 18.15	$ 14.93	$ 10.05	$ 25.82
Income from Investment Operations
Net investment income (loss) E	(.01)	(.06)	(.07) H	(.14)	(.06)	(.14)
Net realized and unrealized gain (loss)	3.32	2.84	(.13)	3.36	4.94	(12.37)
Total from investment operations	3.31	2.78	(.20)	3.22	4.88	(12.51)
Distributions from net investment income	(.02)	-	-	-	-	-
Distributions from net realized gain	(.01)	-	-	-	-	(3.26)
Total distributions	(.03)	-	-	-	-	(3.26)
Redemption fees added to paid in capital E	- K	-	-	-	-	-
Net asset value, end of period	$ 24.01	$ 20.73	$ 17.95	$ 18.15	$ 14.93	$ 10.05
Total Return B,C,D	15.97%	15.49%	(1.10)%	21.57%	48.56%	(55.39)%
Ratios to Average Net Assets F,I
Expenses before reductions	1.71% A	1.68%	1.66%	1.60%	1.58%	1.85%
Expenses net of fee waivers, if any	1.71% A	1.68%	1.66%	1.60%	1.58%	1.85%
Expenses net of all reductions	1.65% A	1.68%	1.65%	1.58%	1.55%	1.84%
Net investment income (loss)	(.07)% A	(.33)%	(.35)% H	(.86)%	(.50)%	(.74)%
Supplemental Data
Net assets, end of period (in millions)	$ 162	$ 141	$ 150	$ 189	$ 186	$ 161
Portfolio turnover rate G	90% A, J	72%	198%	141%	244%	199%

^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 Total returns do not include the effect of the contingent deferred sales charge.

^E Calculated based on average shares outstanding during the period.

^F Fees and expenses of 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.

^G Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

^H Investment income per share reflects a large, non-recurring dividend which amounted to $.05 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been (.62)%.

^I Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

^J The portfolio turnover rate does not include the assets acquired in the merger.

^K Amount represents less than $.01 per share.

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Financial Highlights - Fidelity Stock Selector Mid Cap Fund

	Six months ended May 31, 2013	Years ended November 30,
	(Unaudited)	2012 G
Selected Per-Share Data
Net asset value, beginning of period	$ 23.14	$ 21.20
Income from Investment Operations
Net investment income (loss) D	.11	.09
Net realized and unrealized gain (loss)	3.67	1.85
Total from investment operations	3.78	1.94
Distributions from net investment income	(.25)	-
Distributions from net realized gain	(.04)	-
Total distributions	(.29)	-
Redemption fees added to paid in capital D	- J	-
Net asset value, end of period	$ 26.63	$ 23.14
Total Return B,C	16.53%	9.15%
Ratios to Average Net Assets E,H
Expenses before reductions	.73% A	.59% A
Expenses net of fee waivers, if any	.73% A	.59% A
Expenses net of all reductions	.68% A	.58% A
Net investment income (loss)	.90% A	.86% A
Supplemental Data
Net assets, end of period (in millions)	$ 211	$ 1
Portfolio turnover rate F	90% A, I	72%

^A Annualized

^B Total returns for periods of less than one year are not annualized.

^C Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

^D Calculated based on average shares outstanding during the period.

^E Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds.

^F Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

^G For the period June 6, 2012 (commencement of sale of shares) to November 30, 2012.

^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 The portfolio turnover rate does not include the assets acquired in the merger.

^J Amount represents less than $.01 per share.

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Financial Highlights - Institutional Class

	Six months ended May 31, 2013	Years ended November 30,
	(Unaudited)	2012	2011	2010	2009	2008
Selected Per-Share Data
Net asset value, beginning of period	$ 23.14	$ 20.01	$ 20.02	$ 16.40	$ 10.92	$ 27.81
Income from Investment Operations
Net investment income (loss) D	.12	.15	.14 G	.04	.08	.07
Net realized and unrealized gain (loss)	3.68	3.15	(.15)	3.69	5.40	(13.41)
Total from investment operations	3.80	3.30	(.01)	3.73	5.48	(13.34)
Distributions from net investment income	(.20)	(.17)	-	(.08) H	-	-
Distributions from net realized gain	(.04)	-	-	(.03) H	-	(3.55)
Total distributions	(.24)	(.17)	-	(.11)	-	(3.55)
Redemption fees added to paid in capital D	- K	-	-	-	-	-
Net asset value, end of period	$ 26.70	$ 23.14	$ 20.01	$ 20.02	$ 16.40	$ 10.92
Total Return B,C	16.60%	16.66%	(.05)%	22.86%	50.18%	(54.92)%
Ratios to Average Net Assets E,I
Expenses before reductions	.68% A	.65%	.62%	.54%	.50%	.79%
Expenses net of fee waivers, if any	.68% A	.65%	.62%	.54%	.50%	.79%
Expenses net of all reductions	.63% A	.64%	.61%	.52%	.47%	.77%
Net investment income (loss)	.95% A	.71%	.69% G	.20%	.59%	.32%
Supplemental Data
Net assets, end of period (in millions)	$ 201	$ 172	$ 234	$ 354	$ 319	$ 267
Portfolio turnover rate F	90% A, J	72%	198%	141%	244%	199%

^A Annualized

^B Total returns for periods of less than one year are not annualized.

^C Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

^D Calculated based on average shares outstanding during the period.

^E Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds.

^F Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

^G Investment income per share reflects a large, non-recurring dividend which amounted to $.06 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been .42%.

^H The amounts shown reflect certain reclassifications related to book to tax differences that were made in the year shown.

^I Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

^J The portfolio turnover rate does not include the assets acquired in the merger.

^K Amount represents less than $.01 per share.

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Notes to Financial Statements

For the period ended May 31, 2013 (Unaudited)

(Amounts in thousands except percentages)

1. Organization.

Fidelity Advisor® Stock Selector Mid Cap Fund (the Fund) is a fund of Fidelity Advisor Series I (the Trust) and is authorized to issue an unlimited number of shares. The Trust is registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end management investment company organized as a Massachusetts business trust. The Fund offers Class A, Class T, Class C, Fidelity Stock Selector Mid Cap Fund and Institutional Class shares, each of which, along with Class B shares, has equal rights as to assets and voting privileges. Class B shares are closed to new accounts and additional purchases, except for exchanges and reinvestments. Each class has exclusive voting rights with respect to matters that affect that class. Class B shares will automatically convert to Class A shares after a holding period of seven years from the initial date of purchase.

2. Investments in Fidelity Central Funds.

The Fund invests in Fidelity Central Funds, which are open-end investment companies generally available only to other investment companies and accounts managed by Fidelity Management & Research Company (FMR) and its affiliates. The Fund's Schedule of Investments lists each of the Fidelity Central Funds held as of period end, as an investment of the Fund, but does not include the underlying holdings of each Fidelity Central Fund. As an Investing Fund, the Fund indirectly bears its proportionate share of the expenses of the underlying Fidelity Central Funds.

The Money Market Central Funds seek preservation of capital and current income and are managed by Fidelity Investments Money Management, Inc. (FIMM), an affiliate of FMR.

A complete unaudited list of holdings for each Fidelity Central Fund is available upon request or at the Securities and Exchange Commission (the SEC) website at www.sec.gov. In addition, the financial statements of the Fidelity Central Funds 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:

Semiannual Report

3. Significant Accounting Policies - continued

Investment Valuation. Investments are valued as of 4:00 p.m. Eastern time on the last calendar day of the period. In accordance with valuation policies and procedures approved by the Board of Trustees (the Board), the Fund attempts to obtain prices from one or more third party pricing vendors or brokers to value its investments. When current market prices, quotations or currency exchange rates are not readily available or reliable, investments will be fair valued in good faith by the FMR Fair Value Committee (the Committee), in accordance with procedures adopted by the Board. Factors used in determining fair value vary by investment type and may include market or investment specific events, changes in interest rates and credit quality. The frequency with which these procedures are used cannot be predicted and they may be utilized to a significant extent. The Committee oversees the Fund's valuation policies and procedures and is responsible for approving and reporting to the Board all fair value determinations.

The Fund categorizes the inputs to valuation techniques used to value its investments into a disclosure hierarchy consisting of three levels as shown below:

Level 1 - quoted prices in active markets for identical investments

Level 2 - other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, etc.)

Level 3 - unobservable inputs (including the Fund's own assumptions based on the best information available)

Valuation techniques used to value the Fund's investments by major category are as follows:

Equity securities, including restricted securities, for which market quotations are readily available, are valued at the last reported sale price or official closing price as reported by a third party pricing vendor on the primary market or exchange on which they are traded and are categorized as Level 1 in the hierarchy. In the event there were no sales during the day or closing prices are not available, securities are valued at the last quoted bid price or may be valued using the last available price and are generally categorized as Level 2 in the hierarchy. For foreign equity securities, when market or security specific events arise, comparisons to the valuation of American Depositary Receipts (ADRs), futures contracts, Exchange-Traded Funds (ETFs) and certain indexes as well as quoted prices for similar securities may be used and would be categorized as Level 2 in the hierarchy. Utilizing these techniques may result in transfers between Level 1 and Level 2. For restricted equity securities and private placements where observable inputs are limited, assumptions about market activity and risk are used and these securities are generally categorized as Level 3 in the hierarchy.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except percentages)

3. Significant Accounting Policies - continued

Investment Valuation - continued

Debt securities, including restricted securities, are valued based on evaluated prices received from third party pricing vendors or from brokers who make markets in such securities. For U.S. government and government agency obligations, pricing vendors utilize matrix pricing which considers yield or price of bonds of comparable quality, coupon, maturity and type as well as broker-supplied prices. When independent prices are unavailable or unreliable, debt securities may be valued utilizing pricing methodologies which consider similar factors that would be used by third party pricing vendors. Debt securities are generally categorized as Level 2 in the hierarchy but may be Level 3 depending on the circumstances.

Futures contracts are valued at the settlement price established each day by the board of trade or exchange on which they are traded and are categorized as Level 1 in the hierarchy. 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. Short-term securities with remaining maturities of sixty days or less may be valued at amortized cost, which approximates fair value, and are categorized as Level 2 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 May 31, 2013, 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

Semiannual Report

3. Significant Accounting Policies - continued

Investment Transactions and Income - continued

4:00 p.m. Eastern time and includes trades executed through the end of the prior business day. Gains and losses on securities sold are determined on the basis of identified cost and may include proceeds received from litigation. Dividend income is recorded on the ex-dividend date, except for certain dividends from foreign securities where the ex-dividend date may have passed, which are recorded as soon as the Fund is informed of the ex-dividend date. Non-cash dividends included in dividend income, if any, are recorded at the fair market value of the securities received. Distributions received on securities that represent a return of capital or capital gain are recorded as a reduction of cost of investments and/or as a realized gain. Subsequent to ex-dividend date the Fund determines the components of these distributions, based upon receipt of tax filings or other correspondence relating to the underlying investment. Interest income and distributions from the Fidelity Central Funds are accrued as earned. Interest income includes coupon interest and amortization of premium and accretion of discount on debt securities. Investment income is recorded net of foreign taxes withheld where recovery of such taxes is uncertain.

Class Allocations and Expenses. Investment income, realized and unrealized capital gains and losses, common expenses of the Fund, and certain fund-level expense reductions, if any, are allocated on a pro-rata basis to each class based on the relative net assets of each class to the total net assets of the Fund. Each class differs with respect to transfer agent and distribution and service plan fees incurred. Certain expense reductions may also differ by class. Expenses directly attributable to a fund are charged to that fund. Expenses attributable to more than one fund are allocated among the respective funds on the basis of relative net assets or other appropriate methods. Expense estimates are accrued in the period to which they relate and adjustments are made when actual amounts are known.

Income Tax Information and Distributions to Shareholders. Each year, the Fund intends to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code, including distributing substantially all of its taxable income and realized gains. As a result, no provision for income taxes is required. The Fund files a U.S. federal tax return, in addition to state and local tax returns as required. A fund's federal income tax returns are subject to examination by the Internal Revenue Service (IRS) for a period of three fiscal years after they are filed. State and local tax returns may be subject to examination for an additional fiscal year depending on the jurisdiction. Foreign taxes are provided for based on the Fund's understanding of the tax rules and rates that exist in the foreign markets in which it invests.

Distributions are declared and recorded on the ex-dividend date. Income dividends and capital gain distributions are declared separately for each class. Income and capital gain

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except percentages)

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

distributions are determined in accordance with income tax regulations, which may differ from GAAP.

Capital accounts within the financial statements are adjusted for permanent book-tax differences. These adjustments have no impact on net assets or the results of operations. Temporary book-tax differences will reverse in a subsequent period.

Book-tax differences are primarily due to futures contracts, foreign currency transactions, passive foreign investment companies (PFIC), partnerships, capital loss carryforwards and losses deferred due to wash sales and excise tax regulations.

The federal tax cost of investment securities and unrealized appreciation (depreciation) as of period end were as follows:

Gross unrealized appreciation	$ 292,218
Gross unrealized depreciation	(71,627)
Net unrealized appreciation (depreciation) on securities and other investments	$ 220,591
Tax cost	$ 1,851,116

Capital loss carryforwards are only available to offset future capital gains of the Fund to the extent provided by regulations and may be limited. Under the Regulated Investment Company Modernization Act of 2010 (the Act), the Fund is permitted to carry forward capital losses incurred in taxable years beginning after December 22, 2010 for an unlimited period and such capital losses are required to be used prior to any losses that expire. The capital loss carryforward information presented below, including any applicable limitation, is estimated as of period end and is subject to adjustment.

Fiscal year of expiration
2015	$ (2,405)
2016	(654,641)
2017	(161,063)
Total with expiration	$ (818,109)
No expiration
Short-term	(292)
Total capital loss carryforward	$ (818,401)

The Fund acquired $12,892 of capital loss carryforwards from Fidelity Mid Cap Growth Fund and $3,960 of capital loss carryforwards from Fidelity Advisor Growth Strategies Fund when they merged into the Fund in January 2013. The losses acquired that will be available to offset future capital gains of the Fund will be limited to approximately $6,594 and $935, respectively, per year. As a result, at least $1,012 of the losses acquired from Fidelity Advisor Growth Strategies Fund will expire unused and is not included in the table above.

Semiannual Report

3. Significant Accounting Policies - continued

Repurchase Agreements. FMR has received an Exemptive Order from the SEC which permits the Fund and other affiliated entities of FMR to transfer uninvested cash balances into joint trading accounts which are then invested in repurchase agreements. The Fund may also invest directly with institutions in repurchase agreements. Repurchase agreements may be collateralized by government or non-government securities. Upon settlement date, collateral is held in segregated accounts with custodian banks and may be obtained in the event of a default of the counterparty. The Fund monitors, on a daily basis, the value of the collateral to ensure it is at least equal to the principal amount of the repurchase agreement (including accrued interest). In the event of a default by the counterparty, realization of the collateral proceeds could be delayed, during which time the value of the collateral may decline.

Restricted Securities. The Fund may invest in securities that are subject to legal or contractual restrictions on resale. These securities generally may be resold in transactions exempt from registration or to the public if the securities are registered. Disposal of these securities may involve time-consuming negotiations and expense, and prompt sale at an acceptable price may be difficult. Information regarding restricted securities is included at the end of the Fund's Schedule of Investments.

New Accounting Pronouncement. The Financial Accounting Standards Board issued in December 2011, Accounting Standard Update No. 2011-11, Disclosures about Offsetting Assets and Liabilities, and in January 2013, Accounting Standards Update No. 2013-1 Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities. These updates create new disclosure requirements requiring entities to disclose both gross and net information for derivatives and other financial instruments that are either offset in the Statement of Assets and Liabilities or subject to an enforceable master netting arrangement or similar agreement. The disclosure requirements are effective for annual reporting periods beginning on or after January 1, 2013, and interim periods within those annual periods. Management is currently evaluating the impact of the update's adoption on the Fund's financial statement disclosures.

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

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except percentages)

4. Derivative Instruments - continued

Risk Exposures and the Use of Derivative Instruments - continued

payments upon the occurrence of specified events in exchange for periodic payments from the other party.

The Fund used derivatives to increase returns and to manage exposure to certain risks as defined below. The success of any strategy involving derivatives depends on analysis of numerous economic factors, and if the strategies for investment do not work as intended, the Fund may not achieve its objectives.

The Fund's use of derivatives increased or decreased its exposure to the following risk:

Equity Risk Equity risk relates to the fluctuations in the value of financial instruments as a result of changes in market prices (other than those arising from interest rate risk or foreign exchange risk), whether caused by factors specific to an individual investment, its issuer, or all factors affecting all instruments traded in a market or market segment.

The Fund is also exposed to additional risks from investing in derivatives, such as liquidity risk and counterparty credit risk. Liquidity risk is the risk that the Fund will be unable to close out the derivative in the open market in a timely manner. Counterparty credit risk is the risk that the counterparty will not be able to fulfill its obligation to the Fund. Counterparty credit risk related to exchange-traded futures contracts is mitigated by the protection provided by the exchange's clearinghouse.

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 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 on futures contracts in the Statement of Assets and Liabilities. Realized gain or (loss) is recorded upon the expiration or closing of a futures contract.

Semiannual Report

4. Derivative Instruments - continued

Futures Contracts - continued

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 and is representative of activity for the period. Securities deposited to meet initial margin requirements are identified in the Schedule of Investments.

During the period the Fund recognized net realized gain (loss) of $1,504 and a change in net unrealized appreciation (depreciation) of $(303) related to its investment in futures contracts. These amounts are included in the Statement of Operations.

5. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $831,548 and $988,725, respectively.

6. Fees and Other Transactions with Affiliates.

Management Fee. FMR and its affiliates provide the Fund with investment management related services for which the Fund pays a monthly management fee. The management fee is the sum of an individual fund fee rate that is based on an annual rate of .30% of the Fund's average net assets and an annualized group fee rate that averaged .26% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by FMR. The group fee rate decreases as assets under management increase and increases as assets under management decrease. In addition, the management fee is subject to a performance adjustment (up to a maximum of ± .20% of the Fund's average net assets over a 36 month performance period). The upward or downward adjustment to the management fee is based on the relative investment performance of the Institutional Class of the Fund as compared to an appropriate benchmark index. For the period, the total annualized management fee rate, including the performance adjustment, was .41% of the Fund's average net assets.

Distribution and Service Plan Fees. In accordance with Rule 12b-1 of the 1940 Act, the Fund has adopted separate Distribution and Service Plans for each class of shares. Certain classes pay Fidelity Distributors Corporation (FDC), an affiliate of FMR, separate Distribution and Service Fees, each of which is based on an annual percentage of each class' average net assets. In addition, FDC may pay financial intermediaries for selling shares of the Fund and providing shareholder support services. For the period,

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except percentages)

6. Fees and Other Transactions with Affiliates - continued

Distribution and Service Plan Fees - continued

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%	$ 790	$ 53
Class T	.25%	.25%	1,970	-
Class B	.75%	.25%	112	84
Class C	.75%	.25%	775	16
			$ 3,647	$ 153

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	$ 22
Class T	11
Class B*	8
Class C*	2
	$ 43

* When Class B and Class C shares are initially sold, FDC pays commissions from its own resources to financial intermediaries through which the sales are made.

Transfer Agent Fees. Fidelity Investments Institutional Operations Company, Inc., (FIIOC), an affiliate of FMR is the transfer, dividend disbursing and shareholder servicing agent for each class of the Fund. FIIOC receives account fees and asset-based fees that vary according to the account size and type of account of the shareholders of the respective classes of the Fund. FIIOC pays for typesetting, printing and mailing of

Semiannual Report

6. Fees and Other Transactions with Affiliates - continued

Transfer Agent Fees - continued

shareholder reports, except proxy statements. For the period, transfer agent fees for each class were as follows:

	Amount	% of Average Net Assets*
Class A	$ 777	.25
Class T	798	.20
Class B	34	.30
Class C	185	.24
Fidelity Stock Selector Mid Cap Fund	210	.26
Institutional Class	201	.21
	$ 2,205

* Annualized

Accounting and Security Lending Fees. Fidelity Service Company, Inc. (FSC), an affiliate of FMR, maintains the Fund's accounting records. The accounting fee is based on the level of average net assets for each month. Under a separate contract, FSC administers the security lending program. The security lending fee is based on the number and duration of lending transactions.

Brokerage Commissions. The Fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of the investment adviser. Brokerage commissions are included in net realized gain (loss) and change in net unrealized appreciation (depreciation) in the Statement of Operations. The commissions paid to these affiliated firms were $20 for the period.

7. Committed Line of Credit.

The Fund participates with other funds managed by FMR or an affiliate in a $4.25 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro-rata portion of the line of credit, which amounted to $3 and is reflected in Miscellaneous expenses on the Statement of Operations. During the period, there were no borrowings on this line of credit.

8. Security Lending.

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

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except percentages)

8. Security Lending - continued

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. 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 $208. During the period, there were no securities loaned to FCM.

9. Expense Reductions.

Many of the brokers with whom FMR places trades on behalf of the Fund provided services to the Fund in addition to trade execution. These services included payments of certain expenses on behalf of the Fund totaling $500 for the period.

In addition, FMR reimbursed a portion of the Fund's operating expenses during the period in the amount of $1.

10. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

	Six months ended May 31, 2013	Year ended November 30, 2012
From net investment income
Class A	$ 3,606	$ 3,191
Class T	2,972	1,890
Class C	121	-
Fidelity Stock Selector Mid Cap Fund A	16	-
Institutional Class	1,457	1,956
Total	$ 8,172	$ 7,037

Semiannual Report

10. Distributions to Shareholders - continued

	Six months ended May 31, 2013	Year ended November 30, 2012
From net realized gain
Class A	$ 1,106	$ -
Class T	1,403	-
Class C	54	-
Fidelity Stock Selector Mid Cap Fund A	3	-
Institutional Class	307	-
Total	$ 2,873	$ -

^A Distributions for Fidelity Stock Selector Mid Cap Fund are for the period June 6, 2012 (commencement of sale of shares) to May 31, 2013.

11. Share Transactions.

Transactions for each class of shares were as follows:

	Shares		Dollars
	Six months ended May 31, 2013A	Year ended November 30, 2012	Six months ended May 31, 2013 A	Year ended November 30, 2012
Class A
Shares sold	818	2,534	$ 19,562	$ 52,691
Issued in exchange for shares of Fidelity Advisor Growth Strategies	483	-	11,196	-
Issued in exchange for shares of Fidelity Mid Cap Growth	410	-	9,497	-
Reinvestment of distributions	196	158	4,309	2,914
Shares redeemed	(3,047)	(9,598)	(72,334)	(199,005)
Net increase (decrease)	(1,140)	(6,906)	$ (27,770)	$ (143,400)
Class T
Shares sold	1,715	3,511	$ 41,421	$ 74,253
Issued in exchange for shares of Fidelity Advisor Growth Strategies	643	-	15,054	-
Issued in exchange for shares of Fidelity Mid Cap Growth	182	-	4,267	-
Reinvestment of distributions	188	96	4,170	1,803
Shares redeemed	(5,445)	(14,999)	(130,875)	(312,249)
Net increase (decrease)	(2,717)	(11,392)	$ (65,963)	$ (236,193)

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except percentages)

11. Share Transactions - continued

	Shares		Dollars
	Six months ended May 31, 2013A	Year ended November 30, 2012	Six months ended May 31, 2013 A	Year ended November 30, 2012
Class B
Shares sold	3	3	$ 42	$ 54
Issued in exchange for shares of Fidelity Advisor Growth Strategies	75	-	1,640	-
Issued in exchange for shares of Fidelity Mid Cap Growth	28	-	614	-
Reinvestment of distributions	-	-	-	-
Shares redeemed	(241)	(540)	(5,399)	(10,540)
Net increase (decrease)	(135)	(537)	$ (3,103)	$ (10,486)
Class C
Shares sold	130	225	$ 2,946	$ 4,440
Issued in exchange for shares of Fidelity Advisor Growth Strategies	209	-	4,553	-
Issued in exchange for shares of Fidelity Mid Cap Growth	219	-	4,769	-
Reinvestment of distributions	7	-	152	-
Shares redeemed	(620)	(1,754)	(13,854)	(34,462)
Net increase (decrease)	(55)	(1,529)	$ (1,434)	$ (30,022)
Fidelity Stock Selector Mid Cap
Shares sold	657	69	$ 16,588	$ 1,562
Issued in exchange for shares of Fidelity Mid Cap Growth	8,810	-	212,139	-
Reinvestment of distributions	1	-	16	-
Shares redeemed	(1,629)	(4)	(40,636)	(89)
Net increase (decrease)	7,839	65	$ 188,107	$ 1,473

Semiannual Report

11. Share Transactions - continued

	Shares		Dollars
	Six months ended May 31, 2013A	Year ended November 30, 2012	Six months ended May 31, 2013 A	Year ended November 30, 2012
Institutional Class
Shares sold	707	1,655	$ 17,598	$ 35,850
Issued in exchange for shares of Fidelity Advisor Growth Strategies	20	-	479	-
Issued in exchange for shares of Fidelity Mid Cap Growth	37	-	888	-
Reinvestment of distributions	68	93	1,564	1,794
Shares redeemed	(712)	(6,043)	(17,685)	(129,543)
Net increase (decrease)	120	(4,295)	$ 2,844	$ (91,899)

^A Share transactions for Fidelity Stock Selector Mid Cap Fund are for the period June 6, 2012 (commencement of sale of shares) to May 31, 2013

12. Merger Information.

On January 11, 2013, the Fund acquired all of the assets and assumed all of the liabilities of Fidelity Advisor Growth Strategies Fund and Fidelity Mid Cap Growth Fund ("Target Funds") pursuant to agreements and plans of reorganization approved by the Board of Trustees ("The Board") on June 12, 2012. The acquisition was accomplished by an exchange of shares of each class of the Fund for corresponding shares then outstanding of the Target Funds at their net asset value on the acquisition date. The reorganization provides shareholders of the Target Funds access to a larger portfolio with a similar investment objective. The reorganization qualified as a tax-free reorganization for federal income tax purposes with no gain or loss recognized to the funds or their shareholders. The Target Funds' net assets of $32,922, including securities of $32,974 and unrealized appreciation of $2,113 for Fidelity Advisor Growth Strategies Fund; and net assets of $232,174, including securities of $233,755 and unrealized appreciation of $14,520 for Fidelity Mid Cap Growth Fund were combined with the Fund's net assets of $1,716,041 for total net assets after the acquisition of $1,981,137.

Pro forma results of operations of the combined entity for the entire period ended May  31, 2013, as though the acquisition had occurred as of the beginning of the year (rather than on the actual acquisition date), are as follows:

Net investment income (loss)	$ 5,799
Total net realized gain (loss)	155,808
Total change in net unrealized appreciation (depreciation)	138,023
Net increase (decrease) in net assets resulting from operations	$ 299,630

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except percentages)

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.

Semiannual 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

Brown Brothers Harriman & Co.

Boston, MA

(Fidelity Investment logo)(registered trademark)

MC-USAN-0713
1.786799.110

Semiannual Report

(Fidelity Investment logo)(registered trademark)
Fidelity® Stock Selector

Mid Cap

Fund

(A class of Fidelity Advisor® Stock Selector Mid Cap Fund)

Semiannual Report

May 31, 2013

(Fidelity Cover Art)

Contents

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.

To view a fund's proxy voting guidelines and proxy voting record for the 12-month period ended June 30, visit http://www.fidelity.com/proxyvotingresults or visit the Securities and Exchange Commission's (SEC) web site at http://www.sec.gov. You may also call 1-800-544-8544 to request a free copy of the proxy voting guidelines.

Standard & Poor's, S&P and S&P 500 are registered service marks of The McGraw-Hill Companies, Inc. and have been licensed for use by Fidelity Distributors Corporation.

Other third-party marks appearing herein are the property of their respective owners.

All other marks appearing herein are registered or unregistered trademarks or service marks of FMR LLC or an affiliated company. © 2013 FMR LLC. All rights reserved.

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.

Semiannual Report

Shareholder Expense Example

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including sales charges (loads) on purchase payments or redemption proceeds, and (2) ongoing costs, including management fees, distribution and/or service (12b-1) fees and other Fund expenses. This Example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (December 1, 2012 to May 31, 2013).

Actual Expenses

The first line of the accompanying table for each class of the Fund provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000.00 (for example, an $8,600 account value divided by $1,000.00 = 8.6), then multiply the result by the number in the first line for a class of the Fund under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period. A small balance maintenance fee of $12.00 that is charged once a year may apply for certain accounts with a value of less than $2,000. This fee is not included in the table below. If it was, the estimate of expenses you paid during the period would be higher, and your ending account value lower, by this amount. In addition, the Fund, as a shareholder in the underlying Fidelity Central Funds, will indirectly bear its pro-rata share of the fees and expenses incurred by the underlying Fidelity Central Funds. These fees and expenses are not included in the Fund's annualized expense ratio used to calculate the expense estimate in the table below.

Hypothetical Example for Comparison Purposes

The second line of the accompanying table for each class of the Fund provides information about hypothetical account values and hypothetical expenses based on a Class' actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Class' actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds. A small balance maintenance fee of $12.00 that is charged once a year may apply for certain accounts with a value of less than $2,000. This fee is not included in the table below. If it was, the estimate of expenses you paid during the period would be higher, and your ending account value lower, by this amount. In addition, the Fund, as a shareholder in the underlying Fidelity Central Funds, will indirectly bear its pro-rata share of the fees and expenses incurred by the underlying Fidelity Central Funds. These fees and expenses are not included in the Fund's annualized expense ratio used to calculate the expense estimate in the table below.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transaction costs. Therefore, the second line of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

Semiannual Report

Shareholder Expense Example - continued

	Annualized Expense Ratio B	Beginning Account Value December 1, 2012	Ending Account Value May 31, 2013	Expenses Paid During Period* December 1, 2012 to May 31, 2013
Class A	.96%
Actual		$ 1,000.00	$ 1,164.20	$ 5.18
HypotheticalA		$ 1,000.00	$ 1,020.14	$ 4.84
Class T	1.17%
Actual		$ 1,000.00	$ 1,162.90	$ 6.31
HypotheticalA		$ 1,000.00	$ 1,019.10	$ 5.89
Class B	1.77%
Actual		$ 1,000.00	$ 1,159.30	$ 9.53
HypotheticalA		$ 1,000.00	$ 1,016.11	$ 8.90
Class C	1.71%
Actual		$ 1,000.00	$ 1,159.70	$ 9.21
HypotheticalA		$ 1,000.00	$ 1,016.40	$ 8.60
Fidelity Stock Selector Mid Cap Fund	.73%
Actual		$ 1,000.00	$ 1,165.30	$ 3.94
HypotheticalA		$ 1,000.00	$ 1,021.29	$ 3.68
Institutional Class	.68%
Actual		$ 1,000.00	$ 1,166.00	$ 3.67
HypotheticalA		$ 1,000.00	$ 1,021.54	$ 3.43

^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 182/365 (to reflect the one-half year period).

Semiannual Report

Investment Changes (Unaudited)

Top Ten Stocks as of May 31, 2013
	% of fund's net assets	% of fund's net assets 6 months ago
AMETEK, Inc.	2.0	1.8
Capital One Financial Corp.	1.6	1.2
Hubbell, Inc. Class B	1.4	1.4
Roper Industries, Inc.	1.2	0.9
J.B. Hunt Transport Services, Inc.	1.2	1.3
Alliance Data Systems Corp.	1.0	0.8
MSC Industrial Direct Co., Inc. Class A	1.0	0.0
SLM Corp.	1.0	0.8
OGE Energy Corp.	1.0	0.8
Airgas, Inc.	1.0	0.8
	12.4
Top Five Market Sectors as of May 31, 2013
	% of fund's net assets	% of fund's net assets 6 months ago
Financials	22.3	21.4
Industrials	17.7	16.9
Information Technology	15.1	14.4
Consumer Discretionary	12.6	13.6
Health Care	9.0	9.4

Asset Allocation (% of fund's net assets)
As of May 31, 2013*			As of November 30, 2012**
	Stocks and Equity Futures 99.1%			Stocks and Equity Futures 97.7%
	Short-Term Investments and Net Other Assets (Liabilities) 0.9%			Short-Term Investments and Net Other Assets (Liabilities) 2.3%
* Foreign investments		8.5%	** Foreign investments		10.9%

Semiannual Report

Investments May 31, 2013 (Unaudited)

Showing Percentage of Net Assets

Common Stocks - 98.4%
	Shares		Value (000s)
CONSUMER DISCRETIONARY - 12.6%
Distributors - 0.8%
LKQ Corp. (a)	667,280		$ 16,335
Hotels, Restaurants & Leisure - 1.2%
Buffalo Wild Wings, Inc. (a)	44,040		4,226
Domino's Pizza, Inc.	92,440		5,479
Panera Bread Co. Class A (a)	73,600		14,119
			23,824
Household Durables - 2.0%
Jarden Corp. (a)	350,115		16,308
NVR, Inc. (a)	12,357		12,151
Tupperware Brands Corp.	153,580		12,437
			40,896
Internet & Catalog Retail - 0.4%
Liberty Media Corp. Interactive Series A (a)	348,310		7,820
Leisure Equipment & Products - 0.4%
Brunswick Corp.	237,700		7,980
Multiline Retail - 0.7%
Dollar General Corp. (a)	173,940		9,184
Dollar Tree, Inc. (a)	132,678		6,374
			15,558
Specialty Retail - 6.6%
Abercrombie & Fitch Co. Class A	69,382		3,475
American Eagle Outfitters, Inc.	754,900		14,939
Cabela's, Inc. Class A (a)	224,000		15,021
CarMax, Inc. (a)	119,380		5,583
Dick's Sporting Goods, Inc.	308,280		16,135
DSW, Inc. Class A	117,600		8,701
L Brands, Inc.	130,315		6,517
O'Reilly Automotive, Inc. (a)	83,210		9,062
PetSmart, Inc.	150,260		10,143
Ross Stores, Inc.	57,210		3,679
Sally Beauty Holdings, Inc. (a)	269,420		8,247
Tractor Supply Co.	170,868		19,134
Williams-Sonoma, Inc.	285,660		15,414
			136,050
Textiles, Apparel & Luxury Goods - 0.5%
Hanesbrands, Inc.	217,110		10,825
TOTAL CONSUMER DISCRETIONARY			259,288
Common Stocks - continued
	Shares		Value (000s)
CONSUMER STAPLES - 3.7%
Beverages - 0.7%
Beam, Inc.	101,800		$ 6,601
Dr. Pepper Snapple Group, Inc.	135,300		6,221
Monster Beverage Corp. (a)	25,584		1,397
			14,219
Food & Staples Retailing - 0.8%
United Natural Foods, Inc. (a)	164,345		8,697
Whole Foods Market, Inc.	131,842		6,837
			15,534
Food Products - 1.6%
ConAgra Foods, Inc.	133,000		4,481
Green Mountain Coffee Roasters, Inc. (a)	177,663		12,992
Mead Johnson Nutrition Co. Class A	67,300		5,456
The J.M. Smucker Co.	45,080		4,551
TreeHouse Foods, Inc. (a)	85,280		5,584
			33,064
Household Products - 0.6%
Church & Dwight Co., Inc.	212,550		12,925
TOTAL CONSUMER STAPLES			75,742
ENERGY - 6.3%
Energy Equipment & Services - 2.0%
Dril-Quip, Inc. (a)	98,000		8,864
Ensco PLC Class A	128,340		7,722
Helmerich & Payne, Inc.	154,180		9,519
Oil States International, Inc. (a)	55,600		5,477
Rowan Companies PLC (a)	311,810		10,365
			41,947
Oil, Gas & Consumable Fuels - 4.3%
Atlas Pipeline Partners LP	278,820		10,375
Cheniere Energy, Inc. (a)	170,200		4,995
Cimarex Energy Co.	219,700		15,410
Energen Corp.	205,800		11,152
HollyFrontier Corp.	148,770		7,364
SM Energy Co.	242,346		14,696
Targa Resources Corp.	87,000		5,605
Common Stocks - continued
	Shares		Value (000s)
ENERGY - continued
Oil, Gas & Consumable Fuels - continued
Whiting Petroleum Corp. (a)	169,900		$ 7,827
WPX Energy, Inc. (a)	542,380		10,446
			87,870
TOTAL ENERGY			129,817
FINANCIALS - 22.3%
Capital Markets - 2.2%
Ashmore Global Opportunities Ltd. (United Kingdom)	496,422		4,073
AURELIUS AG	403,500		10,017
KKR & Co. LP	252,564		4,920
Monex Group, Inc. (d)	5,755		2,126
Oaktree Capital Group LLC	112,900		5,888
Raymond James Financial, Inc.	250,400		11,010
TD Ameritrade Holding Corp.	306,634		7,188
			45,222
Commercial Banks - 3.2%
Boston Private Financial Holdings, Inc.	251,400		2,476
CIT Group, Inc. (a)	340,498		15,690
City National Corp.	212,910		13,362
Erste Group Bank AG	293,900		9,573
Huntington Bancshares, Inc.	2,209,578		17,124
Synovus Financial Corp.	2,647,289		7,254
			65,479
Consumer Finance - 2.9%
ACOM Co. Ltd. (a)	36,280		1,278
Capital One Financial Corp.	550,800		33,560
Cash America International, Inc.	82,600		3,941
SLM Corp.	861,416		20,450
			59,229
Diversified Financial Services - 0.8%
Interactive Brokers Group, Inc.	1,085,767		17,123
Insurance - 1.8%
Direct Line Insurance Group PLC	2,886,600		9,298
Fairfax Financial Holdings Ltd. (sub. vtg.)	44,800		18,091
ProAssurance Corp.	72,900		3,660
Validus Holdings Ltd.	165,089		5,961
			37,010
Common Stocks - continued
	Shares		Value (000s)
FINANCIALS - continued
Real Estate Investment Trusts - 9.6%
Acadia Realty Trust (SBI)	242,680		$ 6,290
Alexandria Real Estate Equities, Inc.	244,975		16,781
Camden Property Trust (SBI)	240,422		16,649
Chesapeake Lodging Trust	260,391		5,872
Corrections Corp. of America	11,600		408
Equity One, Inc.	466,933		10,894
Essex Property Trust, Inc.	105,664		16,604
Glimcher Realty Trust	773,464		9,034
Highwoods Properties, Inc. (SBI)	262,606		9,564
Home Properties, Inc.	170,123		10,338
National Retail Properties, Inc.	459,969		16,499
Pennsylvania Real Estate Investment Trust (SBI)	28,000		557
Piedmont Office Realty Trust, Inc. Class A	300,678		5,710
Redwood Trust, Inc.	315,000		6,035
Retail Properties America, Inc.	552,898		8,437
SL Green Realty Corp.	218,765		19,028
Sovran Self Storage, Inc.	93,839		6,087
Terreno Realty Corp.	349,710		6,655
Ventas, Inc.	167,896		11,983
Weyerhaeuser Co.	422,214		12,590
			196,015
Real Estate Management & Development - 1.2%
Altisource Asset Management Corp. (a)	7,593		2,126
Altisource Portfolio Solutions SA	108,310		10,210
CBRE Group, Inc. (a)	525,032		12,170
			24,506
Thrifts & Mortgage Finance - 0.6%
Ocwen Financial Corp. (a)	295,663		12,648
TOTAL FINANCIALS			457,232
HEALTH CARE - 9.0%
Biotechnology - 2.5%
Alexion Pharmaceuticals, Inc. (a)	80,000		7,803
BioMarin Pharmaceutical, Inc. (a)	80,040		5,019
Grifols SA ADR	230,000		6,270
Medivation, Inc. (a)	100,000		4,856
Onyx Pharmaceuticals, Inc. (a)	80,000		7,636
Common Stocks - continued
	Shares		Value (000s)
HEALTH CARE - continued
Biotechnology - continued
Regeneron Pharmaceuticals, Inc. (a)	33,000		$ 7,982
Vertex Pharmaceuticals, Inc. (a)	153,000		12,287
			51,853
Health Care Equipment & Supplies - 1.5%
Boston Scientific Corp. (a)	1,650,000		15,246
The Cooper Companies, Inc.	145,000		16,386
			31,632
Health Care Providers & Services - 2.6%
BioScrip, Inc. (a)	500,000		6,990
Catamaran Corp. (a)	110,000		5,396
HCA Holdings, Inc.	200,000		7,812
Humana, Inc.	90,000		7,270
MEDNAX, Inc. (a)	160,000		14,853
Quest Diagnostics, Inc.	120,000		7,421
Universal Health Services, Inc. Class B	50,000		3,457
			53,199
Health Care Technology - 0.8%
athenahealth, Inc. (a)	70,000		5,919
Cerner Corp. (a)	100,000		9,828
			15,747
Life Sciences Tools & Services - 0.4%
Illumina, Inc. (a)	110,000		7,735
Pharmaceuticals - 1.2%
Actavis, Inc. (a)	109,000		13,439
Endo Health Solutions, Inc. (a)	275,000		9,983
			23,422
TOTAL HEALTH CARE			183,588
INDUSTRIALS - 17.7%
Aerospace & Defense - 1.5%
Precision Castparts Corp.	67,240		14,384
TransDigm Group, Inc.	108,010		15,780
			30,164
Building Products - 0.8%
Armstrong World Industries, Inc. (a)	333,760		17,346
Commercial Services & Supplies - 0.9%
Covanta Holding Corp.	156,561		3,202
Interface, Inc.	178,040		2,991
Common Stocks - continued
	Shares		Value (000s)
INDUSTRIALS - continued
Commercial Services & Supplies - continued
Republic Services, Inc.	310,400		$ 10,585
West Corp.	86,500		1,981
			18,759
Electrical Equipment - 6.5%
AMETEK, Inc.	950,490		41,017
Eaton Corp. PLC	258,400		17,070
Hubbell, Inc. Class B	288,140		28,938
Regal-Beloit Corp.	190,600		12,867
Rockwell Automation, Inc.	95,400		8,397
Roper Industries, Inc.	200,520		24,909
			133,198
Machinery - 2.7%
Cummins, Inc.	151,800		18,160
Ingersoll-Rand PLC	317,507		18,266
Manitowoc Co., Inc.	538,200		11,308
WABCO Holdings, Inc. (a)	102,118		7,702
			55,436
Professional Services - 0.9%
Verisk Analytics, Inc. (a)	309,600		18,211
Road & Rail - 1.2%
J.B. Hunt Transport Services, Inc.	334,240		24,620
Trading Companies & Distributors - 3.2%
Beacon Roofing Supply, Inc. (a)	294,493		12,139
MSC Industrial Direct Co., Inc. Class A	253,808		20,982
W.W. Grainger, Inc.	54,500		14,030
Watsco, Inc.	219,600		19,160
			66,311
TOTAL INDUSTRIALS			364,045
INFORMATION TECHNOLOGY - 15.1%
Communications Equipment - 1.7%
F5 Networks, Inc. (a)	93,600		7,788
Juniper Networks, Inc. (a)	463,400		8,216
Polycom, Inc. (a)	843,577		9,558
Riverbed Technology, Inc. (a)	542,050		8,380
			33,942
Computers & Peripherals - 0.6%
NCR Corp. (a)	393,700		13,150
Common Stocks - continued
	Shares		Value (000s)
INFORMATION TECHNOLOGY - continued
Electronic Equipment & Components - 1.3%
Arrow Electronics, Inc. (a)	309,610		$ 12,310
Fabrinet (a)	427,275		6,208
Jabil Circuit, Inc.	395,700		7,938
			26,456
Internet Software & Services - 1.1%
Bankrate, Inc. (a)	659,542		9,438
Rackspace Hosting, Inc. (a)	290,100		10,887
Velti PLC (a)(d)	1,433,766		2,523
Velti PLC (f)	215,084		341
			23,189
IT Services - 2.8%
Alliance Data Systems Corp. (a)	120,820		21,396
Amdocs Ltd.	217,570		7,767
Global Payments, Inc.	298,300		14,306
Sapient Corp. (a)	508,200		6,546
Total System Services, Inc.	329,400		7,744
			57,759
Semiconductors & Semiconductor Equipment - 1.3%
Broadcom Corp. Class A	123,400		4,431
RF Micro Devices, Inc. (a)	705,800		3,896
Skyworks Solutions, Inc. (a)	766,650		18,292
			26,619
Software - 6.3%
Autodesk, Inc. (a)	125,400		4,731
Check Point Software Technologies Ltd. (a)	273,700		13,707
Citrix Systems, Inc. (a)	130,695		8,410
Informatica Corp. (a)	245,200		8,915
MICROS Systems, Inc. (a)(d)	349,000		14,728
Nuance Communications, Inc. (a)	629,434		11,959
Parametric Technology Corp. (a)	606,000		15,217
salesforce.com, Inc. (a)	110,000		4,656
SolarWinds, Inc. (a)	197,780		8,336
Solera Holdings, Inc.	160,220		8,775
Synopsys, Inc. (a)	356,800		13,005
TIBCO Software, Inc. (a)	454,600		9,697
Verint Systems, Inc. (a)	207,200		6,956
			129,092
TOTAL INFORMATION TECHNOLOGY			310,207
Common Stocks - continued
	Shares		Value (000s)
MATERIALS - 7.1%
Chemicals - 4.5%
Airgas, Inc.	192,704		$ 19,827
Albemarle Corp.	226,582		15,163
Ashland, Inc.	110,200		9,799
Eastman Chemical Co.	96,070		6,890
FMC Corp.	149,440		9,371
Sherwin-Williams Co.	40,431		7,622
Valspar Corp.	185,930		13,326
W.R. Grace & Co. (a)	108,297		9,152
			91,150
Containers & Packaging - 1.5%
Aptargroup, Inc.	218,156		12,374
Ball Corp.	156,489		6,754
Rock-Tenn Co. Class A	123,300		12,180
			31,308
Metals & Mining - 1.1%
Carpenter Technology Corp.	185,300		8,924
Reliance Steel & Aluminum Co.	218,885		14,396
			23,320
TOTAL MATERIALS			145,778
TELECOMMUNICATION SERVICES - 0.3%
Diversified Telecommunication Services - 0.2%
TW telecom, Inc. (a)	163,511		4,665
Wireless Telecommunication Services - 0.1%
SBA Communications Corp. Class A (a)	29,210		2,199
TOTAL TELECOMMUNICATION SERVICES			6,864
UTILITIES - 4.3%
Electric Utilities - 1.8%
Great Plains Energy, Inc.	405,400		9,150
OGE Energy Corp.	297,900		20,218
PNM Resources, Inc.	277,338		6,218
			35,586
Gas Utilities - 1.0%
National Fuel Gas Co.	163,851		10,028
Questar Corp.	393,064		9,555
			19,583
Common Stocks - continued
	Shares		Value (000s)
UTILITIES - continued
Independent Power Producers & Energy Traders - 0.4%
Black Hills Corp.	185,300		$ 8,796
Multi-Utilities - 0.7%
Alliant Energy Corp.	235,200		11,586
MDU Resources Group, Inc.	126,400		3,269
			14,855
Water Utilities - 0.4%
American Water Works Co., Inc.	160,420		6,407
Companhia de Saneamento Basico do Estado de Sao Paulo (SABESP) sponsored ADR	184,000		2,340
			8,747
TOTAL UTILITIES			87,567
TOTAL COMMON STOCKS (Cost $1,795,863)		2,020,128

U.S. Treasury Obligations - 0.0%
	Principal Amount (000s)
U.S. Treasury Bills, yield at date of purchase 0.01% to 0.05% 7/5/13 to 7/25/13 (e) (Cost $860)	$ 860	860

Money Market Funds - 2.2%
	Shares
Fidelity Cash Central Fund, 0.12% (b)	39,072,769		39,073
Fidelity Securities Lending Cash Central Fund, 0.12% (b)(c)	5,635,567		5,636
TOTAL MONEY MARKET FUNDS (Cost $44,709)		44,709
Cash Equivalents - 0.3%
	Maturity Amount (000s)		Value (000s)
Investments in repurchase agreements in a joint trading account at 0.06%, dated 5/31/13 due 6/3/13 (Collateralized by U.S. Treasury Obligations) # (Cost $6,010)	$ 6,010		$ 6,010
TOTAL INVESTMENT PORTFOLIO - 100.9% (Cost $1,847,442)			2,071,707
NET OTHER ASSETS (LIABILITIES) - (0.9)%			(18,354)
NET ASSETS - 100%		$ 2,053,353

Futures Contracts
	Expiration Date	Underlying Face Amount at Value (000s)	Unrealized Appreciation/ (Depreciation) (000s)
Purchased
Equity Index Contracts
123 CME E-mini S&P Midcap 400 Index Contracts	June 2013	$ 14,556	$ (306)

The face value of futures purchased as a percentage of net assets is 0.7%

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 are available on the SEC's website or upon request.

(c) Investment made with cash collateral received from securities on loan.

(d) Security or a portion of the security is on loan at period end.

(e) Security or a portion of the security was pledged to cover margin requirements for futures contracts. At the period end, the value of securities pledged amounted to $670,000.

(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 $341,000 or 0.0% of net assets.

Additional information on each restricted holding is as follows:

Security	Acquisition Date	Acquisition Cost (000s)
Velti PLC	4/19/13	$ 323

# Additional information on each counterparty to the repurchase agreement is as follows:

Repurchase Agreement / Counterparty	Value (Amounts in thousands)
$6,010,000 due 6/03/13 at 0.06%
Barclays Capital, Inc.	$ 1,681
Merrill Lynch, Pierce, Fenner & Smith, Inc.	1,168
UBS Securities LLC	3,161
	$ 6,010

Affiliated Central Funds

Information regarding fiscal year to date income earned by the Fund from investments in Fidelity Central Funds is as follows:

Fund	Income earned (Amounts in thousands)
Fidelity Cash Central Fund	$ 39
Fidelity Securities Lending Cash Central Fund	208
Total	$ 247

Other Information

The following is a summary of the inputs used, as of May 31, 2013, involving the Fund's assets and liabilities carried at fair value. The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs, and their aggregation into the levels used in the table below, please refer to the Investment Valuation section in the accompanying Notes to Financial Statements.

Valuation Inputs at Reporting Date:
Description (Amounts in thousands)	Total	Level 1	Level 2	Level 3
Investments in Securities:
Equities:
Consumer Discretionary	$ 259,288	$ 259,288	$ -	$ -
Consumer Staples	75,742	75,742	-	-
Energy	129,817	129,817	-	-
Financials	457,232	453,828	3,404	-
Health Care	183,588	183,588	-	-
Industrials	364,045	364,045	-	-
Information Technology	310,207	309,866	341	-
Materials	145,778	145,778	-	-
Valuation Inputs at Reporting Date:
Description (Amounts in thousands)	Total	Level 1	Level 2	Level 3
Investments in Securities:
Equities:
Telecommunication Services	$ 6,864	$ 6,864	$ -	$ -
Utilities	87,567	87,567	-	-
U.S. Government and Government Agency Obligations	860	-	860	-
Money Market Funds	44,709	44,709	-	-
Cash Equivalents	6,010	-	6,010	-
Total Investments in Securities:	$ 2,071,707	$ 2,061,092	$ 10,615	$ -
Derivative Instruments:
Liabilities
Futures Contracts	$ (306)	$ (306)	$ -	$ -

Value of Derivative Instruments

The following table is a summary of the Fund's value of derivative instruments by primary risk exposure as of May 31, 2013. For additional information on derivative instruments, please refer to the Derivative Instruments section in the accompanying Notes to Financial Statements.

Primary Risk Exposure / Derivative Type	Value (Amounts in thousands)
	Asset	Liability
Equity Risk
Futures Contracts (a)	$ -	$ (306)
Total Value of Derivatives	$ -	$ (306)

(a) Reflects cumulative appreciation/depreciation on futures contracts as disclosed in the Schedule of Investments. Only the period end variation margin is separately disclosed in the Statement of Assets and Liabilities and is included in the receivable/payable for daily variation margin on derivative instruments line-items.

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Financial Statements

Statement of Assets and Liabilities

Amounts in thousands (except per-share amounts)	May 31, 2013 (Unaudited)
Assets
Investment in securities, at value (including securities loaned of $5,370 and repurchase agreements of $6,010) - See accompanying schedule: Unaffiliated issuers (cost $1,802,733)	$ 2,026,998
Fidelity Central Funds (cost $44,709)	44,709
Total Investments (cost $1,847,442)		$ 2,071,707
Receivable for investments sold		22,682
Receivable for fund shares sold		623
Dividends receivable		2,395
Distributions receivable from Fidelity Central Funds		28
Prepaid expenses		1
Receivable from investment adviser for expense reductions		1
Other receivables		18
Total assets		2,097,455
Liabilities
Payable to custodian bank	$ 232
Payable for investments purchased	32,789
Payable for fund shares redeemed	3,364
Accrued management fee	829
Distribution and service plan fees payable	631
Payable for daily variation margin on futures contracts	130
Other affiliated payables	434
Other payables and accrued expenses	57
Collateral on securities loaned, at value	5,636
Total liabilities		44,102
Net Assets		$ 2,053,353
Net Assets consist of:
Paid in capital		$ 2,485,213
Undistributed net investment income		528
Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions		(656,263)
Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies		223,875
Net Assets		$ 2,053,353

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Statement of Assets and Liabilities - continued

Amounts in thousands (except per-share amounts)	May 31, 2013 (Unaudited)
Calculation of Maximum Offering Price Class A: Net Asset Value and redemption price per share ($655,380 ÷ 25,607.04 shares)		$ 25.59
Maximum offering price per share (100/94.25 of $25.59)		$ 27.15
Class T: Net Asset Value and redemption price per share ($802,210 ÷ 31,031.26 shares)		$ 25.85
Maximum offering price per share (100/96.50 of $25.85)		$ 26.79
Class B: Net Asset Value and offering price per share ($21,699 ÷ 903.68 shares)A		$ 24.01
Class C: Net Asset Value and offering price per share ($162,137 ÷ 6,752.44 shares)A		$ 24.01
Fidelity Stock Selector Mid Cap Fund: Net Asset Value, offering price and redemption price per share ($210,513 ÷ 7,903.64 shares)		$ 26.63
Institutional Class: Net Asset Value, offering price and redemption price per share ($201,414 ÷ 7,543.77 shares)		$ 26.70

^A Redemption price per share is equal to net asset value less any applicable contingent deferred sales charge.

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Financial Statements - continued

Statement of Operations

Amounts in thousands Six months ended May 31, 2013 (Unaudited)
Investment Income
Dividends		$ 15,142
Interest		1
Income from Fidelity Central Funds		247
Total income		15,390
Expenses
Management fee Basic fee	$ 5,400
Performance adjustment	(1,452)
Transfer agent fees	2,205
Distribution and service plan fees	3,647
Accounting and security lending fees	298
Custodian fees and expenses	29
Independent trustees' compensation	6
Registration fees	102
Audit	55
Legal	17
Miscellaneous	101
Total expenses before reductions	10,408
Expense reductions	(501)	9,907
Net investment income (loss)		5,483
Realized and Unrealized Gain (Loss) Net realized gain (loss) on:
Investment securities:
Unaffiliated issuers	154,171
Foreign currency transactions	(749)
Futures contracts	1,504
Total net realized gain (loss)		154,926
Change in net unrealized appreciation (depreciation) on: Investment securities	128,207
Assets and liabilities in foreign currencies	(17)
Futures contracts	(303)
Total change in net unrealized appreciation (depreciation)		127,887
Net gain (loss)		282,813
Net increase (decrease) in net assets resulting from operations		$ 288,296

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Statement of Changes in Net Assets

Amounts in thousands	Six months ended May 31, 2013 (Unaudited)	Year ended November 30, 2012
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$ 5,483	$ 5,143
Net realized gain (loss)	154,926	131,666
Change in net unrealized appreciation (depreciation)	127,887	136,150
Net increase (decrease) in net assets resulting from operations	288,296	272,959
Distributions to shareholders from net investment income	(8,172)	(7,037)
Distributions to shareholders from net realized gain	(2,873)	-
Total distributions	(11,045)	(7,037)
Share transactions - net increase (decrease)	92,681	(510,527)
Redemption fees	2	-
Total increase (decrease) in net assets	369,934	(244,605)
Net Assets
Beginning of period	1,683,419	1,928,024
End of period (including undistributed net investment income of $528 and undistributed net investment income of $3,217, respectively)	$ 2,053,353	$ 1,683,419

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Financial Highlights - Class A

	Six months ended May 31, 2013	Years ended November 30,
	(Unaudited)	2012	2011	2010	2009	2008
Selected Per-Share Data
Net asset value, beginning of period	$ 22.16	$ 19.15	$ 19.22	$ 15.75	$ 10.52	$ 26.93
Income from Investment Operations
Net investment income (loss) E	.08	.09	.08 H	(.02)	.03	- L
Net realized and unrealized gain (loss)	3.53	3.02	(.15)	3.55	5.20	(12.94)
Total from investment operations	3.61	3.11	(.07)	3.53	5.23	(12.94)
Distributions from net investment income	(.14)	(.10)	-	(.03) I	-	-
Distributions from net realized gain	(.04)	-	-	(.03) I	-	(3.47)
Total distributions	(.18)	(.10)	-	(.06)	-	(3.47)
Redemption fees added to paid in capital E	- L	-	-	-	-	-
Net asset value, end of period	$ 25.59	$ 22.16	$ 19.15	$ 19.22	$ 15.75	$ 10.52
Total Return B,C,D	16.42%	16.32%	(.36)%	22.48%	49.71%	(55.09)%
Ratios to Average Net Assets F,J
Expenses before reductions	.96% A	.94%	.92%	.86%	.83%	1.10%
Expenses net of fee waivers, if any	.96% A	.94%	.92%	.86%	.83%	1.10%
Expenses net of all reductions	.91% A	.94%	.91%	.84%	.81%	1.08%
Net investment income (loss)	.67% A	.41%	.39% H	(.12)%	.25%	.01%
Supplemental Data
Net assets, end of period (in millions)	$ 655	$ 593	$ 644	$ 945	$ 906	$ 712
Portfolio turnover rate G	90% A, K	72%	198%	141%	244%	199%

^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 Total returns do not include the effect of the sales charges.

^E Calculated based on average shares outstanding during the period.

^F 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.

^G Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

^H Investment income per share reflects a large, non-recurring dividend which amounted to $.05 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been .12%.

^I The amounts shown reflect certain reclassifications related to book to tax differences that were made in the year shown.

^J Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

^K The portfolio turnover rate does not include the assets acquired in the merger.

^L Amount represents less than $.01 per share.

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Financial Highlights - Class T

	Six months ended May 31, 2013	Years ended November 30,
	(Unaudited)	2012	2011	2010	2009	2008
Selected Per-Share Data
Net asset value, beginning of period	$ 22.36	$ 19.30	$ 19.41	$ 15.89	$ 10.64	$ 27.16
Income from Investment Operations
Net investment income (loss) E	.06	.05	.04 H	(.05)	.01	(.03)
Net realized and unrealized gain (loss)	3.56	3.05	(.15)	3.59	5.24	(13.08)
Total from investment operations	3.62	3.10	(.11)	3.54	5.25	(13.11)
Distributions from net investment income	(.09)	(.04)	-	-	-	-
Distributions from net realized gain	(.04)	-	-	(.02) I	-	(3.41)
Total distributions	(.13)	(.04)	-	(.02)	-	(3.41)
Redemption fees added to paid in capital E	- L	-	-	-	-	-
Net asset value, end of period	$ 25.85	$ 22.36	$ 19.30	$ 19.41	$ 15.89	$ 10.64
Total Return B,C,D	16.29%	16.12%	(.57)%	22.31%	49.34%	(55.14)%
Ratios to Average Net Assets F,I
Expenses before reductions	1.17% A	1.14%	1.11%	1.03%	1.02%	1.28%
Expenses net of fee waivers, if any	1.17% A	1.14%	1.11%	1.03%	1.02%	1.28%
Expenses net of all reductions	1.12% A	1.13%	1.10%	1.01%	.99%	1.27%
Net investment income (loss)	.46% A	.22%	.20% H	(.30)%	.07%	(.17)%
Supplemental Data
Net assets, end of period (in millions)	$ 802	$ 755	$ 871	$ 1,282	$ 1,520	$ 1,368
Portfolio turnover rate G	90% A,K	72%	198%	141%	244%	199%

^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 Total returns do not include the effect of the sales charges.

^E Calculated based on average shares outstanding during the period.

^F 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.

^G Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

^H Investment income per share reflects a large, non-recurring dividend which amounted to $.05 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been (.07)%.

^I The amounts shown reflect certain reclassifications related to book to tax differences that were made in the year shown.

^J Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

^K The portfolio turnover rate does not include the assets acquired in the merger.

^L Amount represents less than $.01 per share.

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Financial Highlights - Class B

	Six months ended May 31, 2013	Years ended November 30,
	(Unaudited)	2012	2011	2010	2009	2008
Selected Per-Share Data
Net asset value, beginning of period	$ 20.71	$ 17.94	$ 18.15	$ 14.93	$ 10.05	$ 25.80
Income from Investment Operations
Net investment income (loss) E	(.02)	(.07)	(.07) H	(.15)	(.06)	(.15)
Net realized and unrealized gain (loss)	3.32	2.84	(.14)	3.37	4.94	(12.38)
Total from investment operations	3.30	2.77	(.21)	3.22	4.88	(12.53)
Distributions from net realized gain	-	-	-	-	-	(3.22)
Total distributions	-	-	-	-	-	(3.22)
Redemption fees added to paid in capital E	- K	-	-	-	-	-
Net asset value, end of period	$ 24.01	$ 20.71	$ 17.94	$ 18.15	$ 14.93	$ 10.05
Total Return B,C,D	15.93%	15.44%	(1.16)%	21.57%	48.56%	(55.43)%
Ratios to Average Net Assets F,I
Expenses before reductions	1.77% A	1.73%	1.71%	1.63%	1.59%	1.89%
Expenses net of fee waivers, if any	1.77% A	1.73%	1.71%	1.63%	1.59%	1.89%
Expenses net of all reductions	1.72% A	1.73%	1.70%	1.61%	1.57%	1.88%
Net investment income (loss)	(.14)% A	(.38)%	(.40)% H	(.90)%	(.51)%	(.78)%
Supplemental Data
Net assets, end of period (in millions)	$ 22	$ 22	$ 28	$ 75	$ 131	$ 162
Portfolio turnover rate G	90% A, J	72%	198%	141%	244%	199%

^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 Total returns do not include the effect of the contingent deferred sales charge.

^E Calculated based on average shares outstanding during the period.

^F Fees and expenses of 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.

^G Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

^H Investment income per share reflects a large, non-recurring dividend which amounted to $.05 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been (.67)%.

^I Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

^J The portfolio turnover rate does not include the assets acquired in the merger.

^K Amount represents less than $.01 per share.

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Financial Highlights - Class C

	Six months ended May 31, 2013	Years ended November 30,
	(Unaudited)	2012	2011	2010	2009	2008
Selected Per-Share Data
Net asset value, beginning of period	$ 20.73	$ 17.95	$ 18.15	$ 14.93	$ 10.05	$ 25.82
Income from Investment Operations
Net investment income (loss) E	(.01)	(.06)	(.07) H	(.14)	(.06)	(.14)
Net realized and unrealized gain (loss)	3.32	2.84	(.13)	3.36	4.94	(12.37)
Total from investment operations	3.31	2.78	(.20)	3.22	4.88	(12.51)
Distributions from net investment income	(.02)	-	-	-	-	-
Distributions from net realized gain	(.01)	-	-	-	-	(3.26)
Total distributions	(.03)	-	-	-	-	(3.26)
Redemption fees added to paid in capital E	- K	-	-	-	-	-
Net asset value, end of period	$ 24.01	$ 20.73	$ 17.95	$ 18.15	$ 14.93	$ 10.05
Total Return B,C,D	15.97%	15.49%	(1.10)%	21.57%	48.56%	(55.39)%
Ratios to Average Net Assets F,I
Expenses before reductions	1.71% A	1.68%	1.66%	1.60%	1.58%	1.85%
Expenses net of fee waivers, if any	1.71% A	1.68%	1.66%	1.60%	1.58%	1.85%
Expenses net of all reductions	1.65% A	1.68%	1.65%	1.58%	1.55%	1.84%
Net investment income (loss)	(.07)% A	(.33)%	(.35)% H	(.86)%	(.50)%	(.74)%
Supplemental Data
Net assets, end of period (in millions)	$ 162	$ 141	$ 150	$ 189	$ 186	$ 161
Portfolio turnover rate G	90% A, J	72%	198%	141%	244%	199%

^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 Total returns do not include the effect of the contingent deferred sales charge.

^E Calculated based on average shares outstanding during the period.

^F Fees and expenses of 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.

^G Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

^H Investment income per share reflects a large, non-recurring dividend which amounted to $.05 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been (.62)%.

^I Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

^J The portfolio turnover rate does not include the assets acquired in the merger.

^K Amount represents less than $.01 per share.

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Financial Highlights - Fidelity Stock Selector Mid Cap Fund

	Six months ended May 31, 2013	Years ended November 30,
	(Unaudited)	2012 G
Selected Per-Share Data
Net asset value, beginning of period	$ 23.14	$ 21.20
Income from Investment Operations
Net investment income (loss) D	.11	.09
Net realized and unrealized gain (loss)	3.67	1.85
Total from investment operations	3.78	1.94
Distributions from net investment income	(.25)	-
Distributions from net realized gain	(.04)	-
Total distributions	(.29)	-
Redemption fees added to paid in capital D	- J	-
Net asset value, end of period	$ 26.63	$ 23.14
Total Return B,C	16.53%	9.15%
Ratios to Average Net Assets E,H
Expenses before reductions	.73% A	.59% A
Expenses net of fee waivers, if any	.73% A	.59% A
Expenses net of all reductions	.68% A	.58% A
Net investment income (loss)	.90% A	.86% A
Supplemental Data
Net assets, end of period (in millions)	$ 211	$ 1
Portfolio turnover rate F	90% A, I	72%

^A Annualized

^B Total returns for periods of less than one year are not annualized.

^C Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

^D Calculated based on average shares outstanding during the period.

^E Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds.

^F Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

^G For the period June 6, 2012 (commencement of sale of shares) to November 30, 2012.

^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 The portfolio turnover rate does not include the assets acquired in the merger.

^J Amount represents less than $.01 per share.

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Financial Highlights - Institutional Class

	Six months ended May 31, 2013	Years ended November 30,
	(Unaudited)	2012	2011	2010	2009	2008
Selected Per-Share Data
Net asset value, beginning of period	$ 23.14	$ 20.01	$ 20.02	$ 16.40	$ 10.92	$ 27.81
Income from Investment Operations
Net investment income (loss) D	.12	.15	.14 G	.04	.08	.07
Net realized and unrealized gain (loss)	3.68	3.15	(.15)	3.69	5.40	(13.41)
Total from investment operations	3.80	3.30	(.01)	3.73	5.48	(13.34)
Distributions from net investment income	(.20)	(.17)	-	(.08) H	-	-
Distributions from net realized gain	(.04)	-	-	(.03) H	-	(3.55)
Total distributions	(.24)	(.17)	-	(.11)	-	(3.55)
Redemption fees added to paid in capital D	- K	-	-	-	-	-
Net asset value, end of period	$ 26.70	$ 23.14	$ 20.01	$ 20.02	$ 16.40	$ 10.92
Total Return B,C	16.60%	16.66%	(.05)%	22.86%	50.18%	(54.92)%
Ratios to Average Net Assets E,I
Expenses before reductions	.68% A	.65%	.62%	.54%	.50%	.79%
Expenses net of fee waivers, if any	.68% A	.65%	.62%	.54%	.50%	.79%
Expenses net of all reductions	.63% A	.64%	.61%	.52%	.47%	.77%
Net investment income (loss)	.95% A	.71%	.69% G	.20%	.59%	.32%
Supplemental Data
Net assets, end of period (in millions)	$ 201	$ 172	$ 234	$ 354	$ 319	$ 267
Portfolio turnover rate F	90% A, J	72%	198%	141%	244%	199%

^A Annualized

^B Total returns for periods of less than one year are not annualized.

^C Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

^D Calculated based on average shares outstanding during the period.

^E Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds.

^F Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

^G Investment income per share reflects a large, non-recurring dividend which amounted to $.06 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been .42%.

^H The amounts shown reflect certain reclassifications related to book to tax differences that were made in the year shown.

^I Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

^J The portfolio turnover rate does not include the assets acquired in the merger.

^K Amount represents less than $.01 per share.

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Notes to Financial Statements

For the period ended May 31, 2013 (Unaudited)

(Amounts in thousands except percentages)

1. Organization.

Fidelity Advisor® Stock Selector Mid Cap Fund (the Fund) is a fund of Fidelity Advisor Series I (the Trust) and is authorized to issue an unlimited number of shares. The Trust is registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end management investment company organized as a Massachusetts business trust. The Fund offers Class A, Class T, Class C, Fidelity Stock Selector Mid Cap Fund and Institutional Class shares, each of which, along with Class B shares, has equal rights as to assets and voting privileges. Class B shares are closed to new accounts and additional purchases, except for exchanges and reinvestments. Each class has exclusive voting rights with respect to matters that affect that class. Class B shares will automatically convert to Class A shares after a holding period of seven years from the initial date of purchase.

2. Investments in Fidelity Central Funds.

The Fund invests in Fidelity Central Funds, which are open-end investment companies generally available only to other investment companies and accounts managed by Fidelity Management & Research Company (FMR) and its affiliates. The Fund's Schedule of Investments lists each of the Fidelity Central Funds held as of period end, as an investment of the Fund, but does not include the underlying holdings of each Fidelity Central Fund. As an Investing Fund, the Fund indirectly bears its proportionate share of the expenses of the underlying Fidelity Central Funds.

The Money Market Central Funds seek preservation of capital and current income and are managed by Fidelity Investments Money Management, Inc. (FIMM), an affiliate of FMR.

A complete unaudited list of holdings for each Fidelity Central Fund is available upon request or at the Securities and Exchange Commission (the SEC) website at www.sec.gov. In addition, the financial statements of the Fidelity Central Funds 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:

Semiannual Report

3. Significant Accounting Policies - continued

Investment Valuation. Investments are valued as of 4:00 p.m. Eastern time on the last calendar day of the period. In accordance with valuation policies and procedures approved by the Board of Trustees (the Board), the Fund attempts to obtain prices from one or more third party pricing vendors or brokers to value its investments. When current market prices, quotations or currency exchange rates are not readily available or reliable, investments will be fair valued in good faith by the FMR Fair Value Committee (the Committee), in accordance with procedures adopted by the Board. Factors used in determining fair value vary by investment type and may include market or investment specific events, changes in interest rates and credit quality. The frequency with which these procedures are used cannot be predicted and they may be utilized to a significant extent. The Committee oversees the Fund's valuation policies and procedures and is responsible for approving and reporting to the Board all fair value determinations.

The Fund categorizes the inputs to valuation techniques used to value its investments into a disclosure hierarchy consisting of three levels as shown below:

Level 1 - quoted prices in active markets for identical investments

Level 2 - other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, etc.)

Level 3 - unobservable inputs (including the Fund's own assumptions based on the best information available)

Valuation techniques used to value the Fund's investments by major category are as follows:

Equity securities, including restricted securities, for which market quotations are readily available, are valued at the last reported sale price or official closing price as reported by a third party pricing vendor on the primary market or exchange on which they are traded and are categorized as Level 1 in the hierarchy. In the event there were no sales during the day or closing prices are not available, securities are valued at the last quoted bid price or may be valued using the last available price and are generally categorized as Level 2 in the hierarchy. For foreign equity securities, when market or security specific events arise, comparisons to the valuation of American Depositary Receipts (ADRs), futures contracts, Exchange-Traded Funds (ETFs) and certain indexes as well as quoted prices for similar securities may be used and would be categorized as Level 2 in the hierarchy. Utilizing these techniques may result in transfers between Level 1 and Level 2. For restricted equity securities and private placements where observable inputs are limited, assumptions about market activity and risk are used and these securities are generally categorized as Level 3 in the hierarchy.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except percentages)

3. Significant Accounting Policies - continued

Investment Valuation - continued

Debt securities, including restricted securities, are valued based on evaluated prices received from third party pricing vendors or from brokers who make markets in such securities. For U.S. government and government agency obligations, pricing vendors utilize matrix pricing which considers yield or price of bonds of comparable quality, coupon, maturity and type as well as broker-supplied prices. When independent prices are unavailable or unreliable, debt securities may be valued utilizing pricing methodologies which consider similar factors that would be used by third party pricing vendors. Debt securities are generally categorized as Level 2 in the hierarchy but may be Level 3 depending on the circumstances.

Futures contracts are valued at the settlement price established each day by the board of trade or exchange on which they are traded and are categorized as Level 1 in the hierarchy. 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. Short-term securities with remaining maturities of sixty days or less may be valued at amortized cost, which approximates fair value, and are categorized as Level 2 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 May 31, 2013, 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

Semiannual Report

3. Significant Accounting Policies - continued

Investment Transactions and Income - continued

4:00 p.m. Eastern time and includes trades executed through the end of the prior business day. Gains and losses on securities sold are determined on the basis of identified cost and may include proceeds received from litigation. Dividend income is recorded on the ex-dividend date, except for certain dividends from foreign securities where the ex-dividend date may have passed, which are recorded as soon as the Fund is informed of the ex-dividend date. Non-cash dividends included in dividend income, if any, are recorded at the fair market value of the securities received. Distributions received on securities that represent a return of capital or capital gain are recorded as a reduction of cost of investments and/or as a realized gain. Subsequent to ex-dividend date the Fund determines the components of these distributions, based upon receipt of tax filings or other correspondence relating to the underlying investment. Interest income and distributions from the Fidelity Central Funds are accrued as earned. Interest income includes coupon interest and amortization of premium and accretion of discount on debt securities. Investment income is recorded net of foreign taxes withheld where recovery of such taxes is uncertain.

Class Allocations and Expenses. Investment income, realized and unrealized capital gains and losses, common expenses of the Fund, and certain fund-level expense reductions, if any, are allocated on a pro-rata basis to each class based on the relative net assets of each class to the total net assets of the Fund. Each class differs with respect to transfer agent and distribution and service plan fees incurred. Certain expense reductions may also differ by class. Expenses directly attributable to a fund are charged to that fund. Expenses attributable to more than one fund are allocated among the respective funds on the basis of relative net assets or other appropriate methods. Expense estimates are accrued in the period to which they relate and adjustments are made when actual amounts are known.

Income Tax Information and Distributions to Shareholders. Each year, the Fund intends to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code, including distributing substantially all of its taxable income and realized gains. As a result, no provision for income taxes is required. The Fund files a U.S. federal tax return, in addition to state and local tax returns as required. A fund's federal income tax returns are subject to examination by the Internal Revenue Service (IRS) for a period of three fiscal years after they are filed. State and local tax returns may be subject to examination for an additional fiscal year depending on the jurisdiction. Foreign taxes are provided for based on the Fund's understanding of the tax rules and rates that exist in the foreign markets in which it invests.

Distributions are declared and recorded on the ex-dividend date. Income dividends and capital gain distributions are declared separately for each class. Income and capital gain

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except percentages)

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

distributions are determined in accordance with income tax regulations, which may differ from GAAP.

Capital accounts within the financial statements are adjusted for permanent book-tax differences. These adjustments have no impact on net assets or the results of operations. Temporary book-tax differences will reverse in a subsequent period.

Book-tax differences are primarily due to futures contracts, foreign currency transactions, passive foreign investment companies (PFIC), partnerships, capital loss carryforwards and losses deferred due to wash sales and excise tax regulations.

The federal tax cost of investment securities and unrealized appreciation (depreciation) as of period end were as follows:

Gross unrealized appreciation	$ 292,218
Gross unrealized depreciation	(71,627)
Net unrealized appreciation (depreciation) on securities and other investments	$ 220,591
Tax cost	$ 1,851,116

Capital loss carryforwards are only available to offset future capital gains of the Fund to the extent provided by regulations and may be limited. Under the Regulated Investment Company Modernization Act of 2010 (the Act), the Fund is permitted to carry forward capital losses incurred in taxable years beginning after December 22, 2010 for an unlimited period and such capital losses are required to be used prior to any losses that expire. The capital loss carryforward information presented below, including any applicable limitation, is estimated as of period end and is subject to adjustment.

Fiscal year of expiration
2015	$ (2,405)
2016	(654,641)
2017	(161,063)
Total with expiration	$ (818,109)
No expiration
Short-term	(292)
Total capital loss carryforward	$ (818,401)

The Fund acquired $12,892 of capital loss carryforwards from Fidelity Mid Cap Growth Fund and $3,960 of capital loss carryforwards from Fidelity Advisor Growth Strategies Fund when they merged into the Fund in January 2013. The losses acquired that will be available to offset future capital gains of the Fund will be limited to approximately $6,594 and $935, respectively, per year. As a result, at least $1,012 of the losses acquired from Fidelity Advisor Growth Strategies Fund will expire unused and is not included in the table above.

Semiannual Report

3. Significant Accounting Policies - continued

Repurchase Agreements. FMR has received an Exemptive Order from the SEC which permits the Fund and other affiliated entities of FMR to transfer uninvested cash balances into joint trading accounts which are then invested in repurchase agreements. The Fund may also invest directly with institutions in repurchase agreements. Repurchase agreements may be collateralized by government or non-government securities. Upon settlement date, collateral is held in segregated accounts with custodian banks and may be obtained in the event of a default of the counterparty. The Fund monitors, on a daily basis, the value of the collateral to ensure it is at least equal to the principal amount of the repurchase agreement (including accrued interest). In the event of a default by the counterparty, realization of the collateral proceeds could be delayed, during which time the value of the collateral may decline.

Restricted Securities. The Fund may invest in securities that are subject to legal or contractual restrictions on resale. These securities generally may be resold in transactions exempt from registration or to the public if the securities are registered. Disposal of these securities may involve time-consuming negotiations and expense, and prompt sale at an acceptable price may be difficult. Information regarding restricted securities is included at the end of the Fund's Schedule of Investments.

New Accounting Pronouncement. The Financial Accounting Standards Board issued in December 2011, Accounting Standard Update No. 2011-11, Disclosures about Offsetting Assets and Liabilities, and in January 2013, Accounting Standards Update No. 2013-1 Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities. These updates create new disclosure requirements requiring entities to disclose both gross and net information for derivatives and other financial instruments that are either offset in the Statement of Assets and Liabilities or subject to an enforceable master netting arrangement or similar agreement. The disclosure requirements are effective for annual reporting periods beginning on or after January 1, 2013, and interim periods within those annual periods. Management is currently evaluating the impact of the update's adoption on the Fund's financial statement disclosures.

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

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except percentages)

4. Derivative Instruments - continued

Risk Exposures and the Use of Derivative Instruments - continued

payments upon the occurrence of specified events in exchange for periodic payments from the other party.

The Fund used derivatives to increase returns and to manage exposure to certain risks as defined below. The success of any strategy involving derivatives depends on analysis of numerous economic factors, and if the strategies for investment do not work as intended, the Fund may not achieve its objectives.

The Fund's use of derivatives increased or decreased its exposure to the following risk:

Equity Risk Equity risk relates to the fluctuations in the value of financial instruments as a result of changes in market prices (other than those arising from interest rate risk or foreign exchange risk), whether caused by factors specific to an individual investment, its issuer, or all factors affecting all instruments traded in a market or market segment.

The Fund is also exposed to additional risks from investing in derivatives, such as liquidity risk and counterparty credit risk. Liquidity risk is the risk that the Fund will be unable to close out the derivative in the open market in a timely manner. Counterparty credit risk is the risk that the counterparty will not be able to fulfill its obligation to the Fund. Counterparty credit risk related to exchange-traded futures contracts is mitigated by the protection provided by the exchange's clearinghouse.

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 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 on futures contracts in the Statement of Assets and Liabilities. Realized gain or (loss) is recorded upon the expiration or closing of a futures contract.

Semiannual Report

4. Derivative Instruments - continued

Futures Contracts - continued

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 and is representative of activity for the period. Securities deposited to meet initial margin requirements are identified in the Schedule of Investments.

During the period the Fund recognized net realized gain (loss) of $1,504 and a change in net unrealized appreciation (depreciation) of $(303) related to its investment in futures contracts. These amounts are included in the Statement of Operations.

5. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $831,548 and $988,725, respectively.

6. Fees and Other Transactions with Affiliates.

Management Fee. FMR and its affiliates provide the Fund with investment management related services for which the Fund pays a monthly management fee. The management fee is the sum of an individual fund fee rate that is based on an annual rate of .30% of the Fund's average net assets and an annualized group fee rate that averaged .26% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by FMR. The group fee rate decreases as assets under management increase and increases as assets under management decrease. In addition, the management fee is subject to a performance adjustment (up to a maximum of ± .20% of the Fund's average net assets over a 36 month performance period). The upward or downward adjustment to the management fee is based on the relative investment performance of the Institutional Class of the Fund as compared to an appropriate benchmark index. For the period, the total annualized management fee rate, including the performance adjustment, was .41% of the Fund's average net assets.

Distribution and Service Plan Fees. In accordance with Rule 12b-1 of the 1940 Act, the Fund has adopted separate Distribution and Service Plans for each class of shares. Certain classes pay Fidelity Distributors Corporation (FDC), an affiliate of FMR, separate Distribution and Service Fees, each of which is based on an annual percentage of each class' average net assets. In addition, FDC may pay financial intermediaries for selling shares of the Fund and providing shareholder support services. For the period,

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except percentages)

6. Fees and Other Transactions with Affiliates - continued

Distribution and Service Plan Fees - continued

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%	$ 790	$ 53
Class T	.25%	.25%	1,970	-
Class B	.75%	.25%	112	84
Class C	.75%	.25%	775	16
			$ 3,647	$ 153

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	$ 22
Class T	11
Class B*	8
Class C*	2
	$ 43

* When Class B and Class C shares are initially sold, FDC pays commissions from its own resources to financial intermediaries through which the sales are made.

Transfer Agent Fees. Fidelity Investments Institutional Operations Company, Inc., (FIIOC), an affiliate of FMR is the transfer, dividend disbursing and shareholder servicing agent for each class of the Fund. FIIOC receives account fees and asset-based fees that vary according to the account size and type of account of the shareholders of the respective classes of the Fund. FIIOC pays for typesetting, printing and mailing of

Semiannual Report

6. Fees and Other Transactions with Affiliates - continued

Transfer Agent Fees - continued

shareholder reports, except proxy statements. For the period, transfer agent fees for each class were as follows:

	Amount	% of Average Net Assets*
Class A	$ 777	.25
Class T	798	.20
Class B	34	.30
Class C	185	.24
Fidelity Stock Selector Mid Cap Fund	210	.26
Institutional Class	201	.21
	$ 2,205

* Annualized

Accounting and Security Lending Fees. Fidelity Service Company, Inc. (FSC), an affiliate of FMR, maintains the Fund's accounting records. The accounting fee is based on the level of average net assets for each month. Under a separate contract, FSC administers the security lending program. The security lending fee is based on the number and duration of lending transactions.

Brokerage Commissions. The Fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of the investment adviser. Brokerage commissions are included in net realized gain (loss) and change in net unrealized appreciation (depreciation) in the Statement of Operations. The commissions paid to these affiliated firms were $20 for the period.

7. Committed Line of Credit.

The Fund participates with other funds managed by FMR or an affiliate in a $4.25 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro-rata portion of the line of credit, which amounted to $3 and is reflected in Miscellaneous expenses on the Statement of Operations. During the period, there were no borrowings on this line of credit.

8. Security Lending.

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

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except percentages)

8. Security Lending - continued

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. 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 $208. During the period, there were no securities loaned to FCM.

9. Expense Reductions.

Many of the brokers with whom FMR places trades on behalf of the Fund provided services to the Fund in addition to trade execution. These services included payments of certain expenses on behalf of the Fund totaling $500 for the period.

In addition, FMR reimbursed a portion of the Fund's operating expenses during the period in the amount of $1.

10. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

	Six months ended May 31, 2013	Year ended November 30, 2012
From net investment income
Class A	$ 3,606	$ 3,191
Class T	2,972	1,890
Class C	121	-
Fidelity Stock Selector Mid Cap Fund A	16	-
Institutional Class	1,457	1,956
Total	$ 8,172	$ 7,037

Semiannual Report

10. Distributions to Shareholders - continued

	Six months ended May 31, 2013	Year ended November 30, 2012
From net realized gain
Class A	$ 1,106	$ -
Class T	1,403	-
Class C	54	-
Fidelity Stock Selector Mid Cap Fund A	3	-
Institutional Class	307	-
Total	$ 2,873	$ -

^A Distributions for Fidelity Stock Selector Mid Cap Fund are for the period June 6, 2012 (commencement of sale of shares) to May 31, 2013.

11. Share Transactions.

Transactions for each class of shares were as follows:

	Shares		Dollars
	Six months ended May 31, 2013A	Year ended November 30, 2012	Six months ended May 31, 2013 A	Year ended November 30, 2012
Class A
Shares sold	818	2,534	$ 19,562	$ 52,691
Issued in exchange for shares of Fidelity Advisor Growth Strategies	483	-	11,196	-
Issued in exchange for shares of Fidelity Mid Cap Growth	410	-	9,497	-
Reinvestment of distributions	196	158	4,309	2,914
Shares redeemed	(3,047)	(9,598)	(72,334)	(199,005)
Net increase (decrease)	(1,140)	(6,906)	$ (27,770)	$ (143,400)
Class T
Shares sold	1,715	3,511	$ 41,421	$ 74,253
Issued in exchange for shares of Fidelity Advisor Growth Strategies	643	-	15,054	-
Issued in exchange for shares of Fidelity Mid Cap Growth	182	-	4,267	-
Reinvestment of distributions	188	96	4,170	1,803
Shares redeemed	(5,445)	(14,999)	(130,875)	(312,249)
Net increase (decrease)	(2,717)	(11,392)	$ (65,963)	$ (236,193)

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except percentages)

11. Share Transactions - continued

	Shares		Dollars
	Six months ended May 31, 2013A	Year ended November 30, 2012	Six months ended May 31, 2013 A	Year ended November 30, 2012
Class B
Shares sold	3	3	$ 42	$ 54
Issued in exchange for shares of Fidelity Advisor Growth Strategies	75	-	1,640	-
Issued in exchange for shares of Fidelity Mid Cap Growth	28	-	614	-
Reinvestment of distributions	-	-	-	-
Shares redeemed	(241)	(540)	(5,399)	(10,540)
Net increase (decrease)	(135)	(537)	$ (3,103)	$ (10,486)
Class C
Shares sold	130	225	$ 2,946	$ 4,440
Issued in exchange for shares of Fidelity Advisor Growth Strategies	209	-	4,553	-
Issued in exchange for shares of Fidelity Mid Cap Growth	219	-	4,769	-
Reinvestment of distributions	7	-	152	-
Shares redeemed	(620)	(1,754)	(13,854)	(34,462)
Net increase (decrease)	(55)	(1,529)	$ (1,434)	$ (30,022)
Fidelity Stock Selector Mid Cap
Shares sold	657	69	$ 16,588	$ 1,562
Issued in exchange for shares of Fidelity Mid Cap Growth	8,810	-	212,139	-
Reinvestment of distributions	1	-	16	-
Shares redeemed	(1,629)	(4)	(40,636)	(89)
Net increase (decrease)	7,839	65	$ 188,107	$ 1,473

Semiannual Report

11. Share Transactions - continued

	Shares		Dollars
	Six months ended May 31, 2013A	Year ended November 30, 2012	Six months ended May 31, 2013 A	Year ended November 30, 2012
Institutional Class
Shares sold	707	1,655	$ 17,598	$ 35,850
Issued in exchange for shares of Fidelity Advisor Growth Strategies	20	-	479	-
Issued in exchange for shares of Fidelity Mid Cap Growth	37	-	888	-
Reinvestment of distributions	68	93	1,564	1,794
Shares redeemed	(712)	(6,043)	(17,685)	(129,543)
Net increase (decrease)	120	(4,295)	$ 2,844	$ (91,899)

^A Share transactions for Fidelity Stock Selector Mid Cap Fund are for the period June 6, 2012 (commencement of sale of shares) to May 31, 2013

12. Merger Information.

On January 11, 2013, the Fund acquired all of the assets and assumed all of the liabilities of Fidelity Advisor Growth Strategies Fund and Fidelity Mid Cap Growth Fund ("Target Funds") pursuant to agreements and plans of reorganization approved by the Board of Trustees ("The Board") on June 12, 2012. The acquisition was accomplished by an exchange of shares of each class of the Fund for corresponding shares then outstanding of the Target Funds at their net asset value on the acquisition date. The reorganization provides shareholders of the Target Funds access to a larger portfolio with a similar investment objective. The reorganization qualified as a tax-free reorganization for federal income tax purposes with no gain or loss recognized to the funds or their shareholders. The Target Funds' net assets of $32,922, including securities of $32,974 and unrealized appreciation of $2,113 for Fidelity Advisor Growth Strategies Fund; and net assets of $232,174, including securities of $233,755 and unrealized appreciation of $14,520 for Fidelity Mid Cap Growth Fund were combined with the Fund's net assets of $1,716,041 for total net assets after the acquisition of $1,981,137.

Pro forma results of operations of the combined entity for the entire period ended May  31, 2013, as though the acquisition had occurred as of the beginning of the year (rather than on the actual acquisition date), are as follows:

Net investment income (loss)	$ 5,799
Total net realized gain (loss)	155,808
Total change in net unrealized appreciation (depreciation)	138,023
Net increase (decrease) in net assets resulting from operations	$ 299,630

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except percentages)

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.

Semiannual 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

Brown Brothers Harriman & Co.

Boston, MA

The Fidelity Telephone Connection

Mutual Fund 24-Hour Service

Exchanges/Redemptions
and Account Assistance 1-800-544-6666

Product Information 1-800-544-6666

Retirement Accounts 1-800-544-4774
(8 a.m. - 9 p.m.)

TDD Service 1-800-544-0118
for the deaf and hearing impaired
(9 a.m. - 9 p.m. Eastern time)

Fidelity Automated Service
Telephone (FAST®)
1-800-544-5555

Automated line for quickest service

(Fidelity Investment logo)(registered trademark)

SKD-USAN-0713
1.940901.100

(Fidelity Investment logo)(registered trademark)
FidelityAdvisor®

Strategic Growth

Fund - Institutional Class

Semiannual Report

May 31, 2013

(Fidelity Cover Art)

Contents

Shareholder Expense Example	(Click Here)	An example of shareholder expenses.
Investment Changes	(Click Here)	A summary of major shifts in the fund's investments over the past six months.
Investments	(Click Here)	A complete list of the fund's investments with their market values.
Financial Statements	(Click Here)	Statements of assets and liabilities, operations, and changes in net assets, as well as financial highlights.
Notes	(Click Here)	Notes to the financial statements.
Proxy Voting Results	(Click Here)

To view a fund's proxy voting guidelines and proxy voting record for the 12-month period ended June 30, visit http://www.fidelity.com/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.

All other marks appearing herein are registered or unregistered trademarks or service marks of FMR LLC or an affiliated company. © 2013 FMR LLC. All rights reserved.

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.

Semiannual Report

Shareholder Expense Example

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including sales charges (loads) on purchase payments or redemption proceeds, and (2) ongoing costs, including management fees, distribution and/or service (12b-1) fees and other Fund expenses. This Example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (December 1, 2012 to May 31, 2013).

Actual Expenses

The first line of the accompanying table for each class of the Fund provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000.00 (for example, an $8,600 account value divided by $1,000.00 = 8.6), then multiply the result by the number in the first line for a class of the Fund under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period. 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.

Semiannual Report

Shareholder Expense Example - continued

	Annualized Expense RatioB	Beginning Account Value December 1, 2012	Ending Account Value May 31, 2013	Expenses Paid During Period* December 1, 2012 to May 31, 2013
Class A	1.25%
Actual		$ 1,000.00	$ 1,119.10	$ 6.60
Hypothetical A		$ 1,000.00	$ 1,018.70	$ 6.29
Class T	1.50%
Actual		$ 1,000.00	$ 1,117.20	$ 7.92
Hypothetical A		$ 1,000.00	$ 1,017.45	$ 7.54
Class B	2.00%
Actual		$ 1,000.00	$ 1,114.90	$ 10.55
Hypothetical A		$ 1,000.00	$ 1,014.96	$ 10.05
Class C	2.00%
Actual		$ 1,000.00	$ 1,114.50	$ 10.54
Hypothetical A		$ 1,000.00	$ 1,014.96	$ 10.05
Institutional Class	1.00%
Actual		$ 1,000.00	$ 1,120.80	$ 5.29
Hypothetical A		$ 1,000.00	$ 1,019.95	$ 5.04

^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 182/365 (to reflect the one-half year period).

Semiannual Report

Investment Changes (Unaudited)

Top Ten Stocks as of May 31, 2013
	% of fund's net assets	% of fund's net assets 6 months ago
Apple, Inc.	5.1	8.1
Google, Inc. Class A	4.7	3.0
The Coca-Cola Co.	2.6	1.6
Gilead Sciences, Inc.	2.5	1.6
Oracle Corp.	2.4	2.2
Home Depot, Inc.	2.2	2.1
Amgen, Inc.	2.0	2.5
Microsoft Corp.	1.8	1.7
Visa, Inc. Class A	1.6	1.9
QUALCOMM, Inc.	1.6	1.9
	26.5
Top Five Market Sectors as of May 31, 2013
	% of fund's net assets	% of fund's net assets 6 months ago
Information Technology	27.5	30.7
Consumer Discretionary	18.4	17.6
Health Care	16.9	12.7
Consumer Staples	11.6	11.0
Industrials	10.5	10.3

Asset Allocation (% of fund's net assets)
As of May 31, 2013*			As of November 30, 2012**
	Stocks 99.6%			Stocks 96.9%
	Short-Term Investments and Net Other Assets (Liabilities) 0.4%			Short-Term Investments and Net Other Assets (Liabilities) 3.1%
* Foreign investments		10.3%	** Foreign investments		7.8%

Semiannual Report

Investments May 31, 2013 (Unaudited)

Showing Percentage of Net Assets

Common Stocks - 99.6%
	Shares		Value
CONSUMER DISCRETIONARY - 18.4%
Automobiles - 0.3%
Nissan Motor Co. Ltd.	11,200		$ 120,948
Tesla Motors, Inc. (a)	400		39,104
			160,052
Distributors - 0.8%
LKQ Corp. (a)	16,629		407,078
Diversified Consumer Services - 1.2%
H&R Block, Inc.	19,672		575,799
Hotels, Restaurants & Leisure - 2.6%
Las Vegas Sands Corp.	1,863		107,868
McDonald's Corp.	3,184		307,479
Starbucks Corp.	8,039		507,020
Wyndham Worldwide Corp.	3,089		179,533
Yum! Brands, Inc.	2,300		155,825
			1,257,725
Household Durables - 1.3%
Toll Brothers, Inc. (a)	11,180		382,021
Whirlpool Corp.	2,010		256,798
			638,819
Internet & Catalog Retail - 2.4%
Amazon.com, Inc. (a)	2,317		623,343
priceline.com, Inc. (a)	640		514,515
			1,137,858
Leisure Equipment & Products - 0.4%
Mattel, Inc.	4,345		194,439
Media - 2.0%
CBS Corp. Class B	6,462		319,869
Comcast Corp. Class A	16,696		670,344
			990,213
Multiline Retail - 0.5%
Dollar General Corp. (a)	4,661		246,101
Specialty Retail - 4.8%
American Eagle Outfitters, Inc.	17,246		341,298
Dick's Sporting Goods, Inc.	5,066		265,154
Home Depot, Inc.	13,798		1,085,351
Lowe's Companies, Inc.	3,884		163,555
Ross Stores, Inc.	4,920		316,356
Tractor Supply Co.	1,219		136,504
			2,308,218
Common Stocks - continued
	Shares		Value
CONSUMER DISCRETIONARY - continued
Textiles, Apparel & Luxury Goods - 2.1%
lululemon athletica, Inc. (a)	3,682		$ 286,496
Michael Kors Holdings Ltd. (a)	3,510		220,498
NIKE, Inc. Class B	5,215		321,557
PVH Corp.	1,500		172,785
			1,001,336
TOTAL CONSUMER DISCRETIONARY			8,917,638
CONSUMER STAPLES - 11.6%
Beverages - 4.1%
Beam, Inc.	2,217		143,750
Monster Beverage Corp. (a)	4,100		223,819
PepsiCo, Inc.	3,489		281,807
Remy Cointreau SA	800		92,729
The Coca-Cola Co.	31,322		1,252,567
			1,994,672
Food & Staples Retailing - 2.8%
CVS Caremark Corp.	10,588		609,657
Safeway, Inc.	7,400		170,274
Wal-Mart Stores, Inc.	4,620		345,761
Walgreen Co.	4,396		209,953
			1,335,645
Food Products - 1.1%
Bunge Ltd.	4,153		289,049
Mead Johnson Nutrition Co. Class A	2,763		223,996
			513,045
Household Products - 0.9%
Procter & Gamble Co.	5,400		414,504
Tobacco - 2.7%
Altria Group, Inc.	11,585		418,219
British American Tobacco PLC (United Kingdom)	4,411		242,379
Japan Tobacco, Inc.	11,400		387,976
Lorillard, Inc.	6,577		279,128
			1,327,702
TOTAL CONSUMER STAPLES			5,585,568
Common Stocks - continued
	Shares		Value
ENERGY - 3.4%
Energy Equipment & Services - 2.4%
Cameron International Corp. (a)	4,200		$ 255,654
Ensco PLC Class A	5,430		326,723
Halliburton Co.	5,800		242,730
National Oilwell Varco, Inc.	1,520		106,856
Schlumberger Ltd.	3,180		232,235
			1,164,198
Oil, Gas & Consumable Fuels - 1.0%
Noble Energy, Inc.	3,200		184,480
The Williams Companies, Inc.	8,960		315,213
			499,693
TOTAL ENERGY			1,663,891
FINANCIALS - 7.2%
Capital Markets - 1.1%
The Blackstone Group LP	17,589		385,023
UBS AG (NY Shares)	7,500		131,475
			516,498
Commercial Banks - 0.9%
Wells Fargo & Co.	10,686		433,317
Consumer Finance - 1.4%
Capital One Financial Corp.	4,800		292,464
SLM Corp.	16,989		403,319
			695,783
Diversified Financial Services - 2.4%
Bank of America Corp.	36,400		497,224
Citigroup, Inc.	8,641		449,246
McGraw-Hill Companies, Inc.	3,963		216,182
			1,162,652
Real Estate Investment Trusts - 0.8%
American Tower Corp.	5,140		400,098
Real Estate Management & Development - 0.4%
Hongkong Land Holdings Ltd.	14,000		96,788
The St. Joe Co. (a)	4,100		83,722
			180,510
Common Stocks - continued
	Shares		Value
FINANCIALS - continued
Thrifts & Mortgage Finance - 0.2%
Nationstar Mortgage Holdings, Inc. (a)	2,300		$ 93,633
TOTAL FINANCIALS			3,482,491
HEALTH CARE - 16.9%
Biotechnology - 8.0%
Alexion Pharmaceuticals, Inc. (a)	2,870		279,940
Amgen, Inc.	9,445		949,506
Biogen Idec, Inc. (a)	1,837		436,269
BioMarin Pharmaceutical, Inc. (a)	2,600		163,020
Celgene Corp. (a)	4,255		526,131
Gilead Sciences, Inc. (a)	21,821		1,188,808
Regeneron Pharmaceuticals, Inc. (a)	300		72,561
Theravance, Inc. (a)	7,535		264,026
			3,880,261
Health Care Equipment & Supplies - 1.7%
Ansell Ltd.	12,528		206,420
Boston Scientific Corp. (a)	40,995		378,794
The Cooper Companies, Inc.	1,950		220,370
			805,584
Health Care Providers & Services - 2.2%
Brookdale Senior Living, Inc. (a)	9,673		274,230
Catamaran Corp. (a)	2,880		141,285
Express Scripts Holding Co. (a)	10,411		646,731
			1,062,246
Health Care Technology - 0.5%
Cerner Corp. (a)	2,400		235,872
Life Sciences Tools & Services - 0.5%
Illumina, Inc. (a)	3,566		250,761
Pharmaceuticals - 4.0%
AbbVie, Inc.	11,542		492,728
Actavis, Inc. (a)	2,542		313,403
Allergan, Inc.	2,300		228,827
Johnson & Johnson	2,605		219,289
Merck & Co., Inc.	5,256		245,455
Common Stocks - continued
	Shares		Value
HEALTH CARE - continued
Pharmaceuticals - continued
Valeant Pharmaceuticals International, Inc. (Canada) (a)	2,800		$ 257,624
Warner Chilcott PLC	9,800		188,160
			1,945,486
TOTAL HEALTH CARE			8,180,210
INDUSTRIALS - 10.5%
Aerospace & Defense - 2.0%
The Boeing Co.	1,200		118,824
TransDigm Group, Inc.	874		127,691
United Technologies Corp.	7,513		712,984
			959,499
Air Freight & Logistics - 1.3%
United Parcel Service, Inc. Class B	7,239		621,830
Airlines - 0.4%
Delta Air Lines, Inc. (a)	9,800		176,498
Electrical Equipment - 2.7%
Eaton Corp. PLC	8,088		534,293
Emerson Electric Co.	6,834		392,682
Generac Holdings, Inc.	9,100		368,550
			1,295,525
Industrial Conglomerates - 0.4%
General Electric Co.	8,177		190,688
Machinery - 2.0%
Cummins, Inc.	2,850		340,946
Ingersoll-Rand PLC	6,307		362,842
Manitowoc Co., Inc.	13,278		278,971
			982,759
Road & Rail - 1.7%
CSX Corp.	15,836		399,226
Hertz Global Holdings, Inc. (a)	7,964		205,710
Union Pacific Corp.	1,444		223,271
			828,207
TOTAL INDUSTRIALS			5,055,006
Common Stocks - continued
	Shares		Value
INFORMATION TECHNOLOGY - 27.5%
Communications Equipment - 2.1%
Cisco Systems, Inc.	10,600		$ 255,248
QUALCOMM, Inc.	12,315		781,756
			1,037,004
Computers & Peripherals - 6.1%
Apple, Inc.	5,434		2,443,559
EMC Corp.	19,453		481,656
			2,925,215
Internet Software & Services - 5.9%
eBay, Inc. (a)	2,930		158,513
Facebook, Inc. Class A	10,571		257,404
Google, Inc. Class A (a)	2,611		2,272,641
LinkedIn Corp. (a)	900		150,777
Trulia, Inc.	200		6,148
			2,845,483
IT Services - 5.0%
Accenture PLC Class A	5,870		481,986
Amdocs Ltd.	6,720		239,904
IBM Corp.	1,747		363,411
MasterCard, Inc. Class A	960		547,440
Visa, Inc. Class A	4,434		789,873
			2,422,614
Semiconductors & Semiconductor Equipment - 1.3%
Broadcom Corp. Class A	14,858		533,551
NXP Semiconductors NV (a)	3,500		107,975
			641,526
Software - 7.1%
Check Point Software Technologies Ltd. (a)	4,105		205,578
Concur Technologies, Inc. (a)	1,800		145,314
Guidewire Software, Inc. (a)	5,840		239,206
Microsoft Corp.	25,110		875,837
Oracle Corp.	33,484		1,130,420
salesforce.com, Inc. (a)	8,276		350,323
Splunk, Inc. (a)	3,212		150,193
Workday, Inc. Class A	5,113		328,408
			3,425,279
TOTAL INFORMATION TECHNOLOGY			13,297,121
Common Stocks - continued
	Shares		Value
MATERIALS - 3.3%
Chemicals - 2.5%
Eastman Chemical Co.	4,460		$ 319,871
FMC Corp.	2,819		176,779
Monsanto Co.	7,046		709,109
			1,205,759
Construction Materials - 0.8%
Vulcan Materials Co.	6,873		368,255
TOTAL MATERIALS			1,574,014
TELECOMMUNICATION SERVICES - 0.8%
Wireless Telecommunication Services - 0.8%
Vodafone Group PLC sponsored ADR	13,056		377,971
TOTAL INVESTMENT PORTFOLIO - 99.6% (Cost $41,169,849)			48,133,910
NET OTHER ASSETS (LIABILITIES) - 0.4%			213,866
NET ASSETS - 100%		$ 48,347,776

Legend

(a) Non-income producing

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	$ 656
Fidelity Securities Lending Cash Central Fund	912
Total	$ 1,568

Other Information

The following is a summary of the inputs used, as of May 31, 2013, involving the Fund's assets and liabilities carried at fair value. The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs, and their aggregation into the levels used in the table below, please refer to the Investment Valuation section in the accompanying Notes to Financial Statements.

Valuation Inputs at Reporting Date:
Description	Total	Level 1	Level 2	Level 3
Investments in Securities:
Equities:
Consumer Discretionary	$ 8,917,638	$ 8,796,690	$ 120,948	$ -
Consumer Staples	5,585,568	4,955,213	630,355	-
Energy	1,663,891	1,663,891	-	-
Financials	3,482,491	3,385,703	96,788	-
Health Care	8,180,210	7,973,790	206,420	-
Industrials	5,055,006	5,055,006	-	-
Information Technology	13,297,121	13,297,121	-	-
Materials	1,574,014	1,574,014	-	-
Telecommunication Services	377,971	377,971	-	-
Total Investments in Securities:	$ 48,133,910	$ 47,079,399	$ 1,054,511	$ -

Distribution of investments by country or territory of incorporation, as a percentage of total net assets, is as follows. (Unaudited)

United States of America	89.7%
Ireland	3.2%
United Kingdom	2.0%
Japan	1.0%
Others (Individually Less Than 1%)	4.1%
	100.0%

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Financial Statements

Statement of Assets and Liabilities

	May 31, 2013 (Unaudited)
Assets
Investment in securities, at value - See accompanying schedule: Unaffiliated issuers (cost $41,169,849)		$ 48,133,910
Receivable for investments sold		776,362
Receivable for fund shares sold		23,140
Dividends receivable		54,717
Distributions receivable from Fidelity Central Funds		34
Prepaid expenses		26
Receivable from investment adviser for expense reductions		3,237
Other receivables		790
Total assets		48,992,216
Liabilities
Payable to custodian bank	$ 18,540
Payable for investments purchased	506,539
Payable for fund shares redeemed	21,697
Accrued management fee	22,583
Distribution and service plan fees payable	18,562
Other affiliated payables	12,761
Other payables and accrued expenses	43,758
Total liabilities		644,440
Net Assets		$ 48,347,776
Net Assets consist of:
Paid in capital		$ 39,591,998
Distributions in excess of net investment income		(63,717)
Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions		1,855,543
Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies		6,963,952
Net Assets		$ 48,347,776

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Statement of Assets and Liabilities - continued

	May 31, 2013 (Unaudited)
Calculation of Maximum Offering Price Class A: Net Asset Value and redemption price per share ($25,506,369 ÷ 1,715,805 shares)		$ 14.87
Maximum offering price per share (100/94.25 of $14.87)		$ 15.78
Class T: Net Asset Value and redemption price per share ($11,805,994 ÷ 821,891 shares)		$ 14.36
Maximum offering price per share (100/96.50 of $14.36)		$ 14.88
Class B: Net Asset Value and offering price per share ($1,300,299 ÷ 97,101 shares)A		$ 13.39
Class C: Net Asset Value and offering price per share ($8,029,019 ÷ 602,491 shares)A		$ 13.33
Institutional Class: Net Asset Value, offering price and redemption price per share ($1,706,095 ÷ 111,386 shares)		$ 15.32

^A Redemption price per share is equal to net asset value less any applicable contingent deferred sales charge.

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Financial Statements - continued

Statement of Operations

Six months ended May 31, 2013 (Unaudited)
Investment Income
Dividends		$ 364,796
Income from Fidelity Central Funds		1,568
Total income		366,364
Expenses
Management fee Basic fee	$ 132,061
Performance adjustment	6,613
Transfer agent fees	68,622
Distribution and service plan fees	109,319
Accounting and security lending fees	9,268
Custodian fees and expenses	19,178
Independent trustees' compensation	145
Registration fees	37,069
Audit	26,453
Legal	7,017
Miscellaneous	14,826
Total expenses before reductions	430,571
Expense reductions	(87,935)	342,636
Net investment income (loss)		23,728
Realized and Unrealized Gain (Loss) Net realized gain (loss) on:
Investment securities:
Unaffiliated issuers	2,446,998
Foreign currency transactions	709
Total net realized gain (loss)		2,447,707
Change in net unrealized appreciation (depreciation) on: Investment securities	2,854,661
Assets and liabilities in foreign currencies	(99)
Total change in net unrealized appreciation (depreciation)		2,854,562
Net gain (loss)		5,302,269
Net increase (decrease) in net assets resulting from operations		$ 5,325,997

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Statement of Changes in Net Assets

	Six months ended May 31, 2013 Unaudited)	Year ended November 30, 2012
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$ 23,728	$ (12,352)
Net realized gain (loss)	2,447,707	3,037,247
Change in net unrealized appreciation (depreciation)	2,854,562	2,297,156
Net increase (decrease) in net assets resulting from operations	5,325,997	5,322,051
Distributions to shareholders from net investment income	(87,712)	-
Share transactions - net increase (decrease)	(3,591,304)	12,719,897
Total increase (decrease) in net assets	1,646,981	18,041,948
Net Assets
Beginning of period	46,700,795	28,658,847
End of period (including distributions in excess of net investment income of $63,717 and undistributed net investment income of $267, respectively)	$ 48,347,776	$ 46,700,795

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Financial Highlights - Class A

	Six months ended May 31, 2013	Years ended November 30,
	(Unaudited)	2012	2011	2010	2009	2008
Selected Per-Share Data
Net asset value, beginning of period	$ 13.33	$ 11.46	$ 10.73	$ 9.11	$ 6.33	$ 11.54
Income from Investment Operations
Net investment income (loss) E	.02	.03	(.05)	(.03)	.01	(.02)
Net realized and unrealized gain (loss)	1.56	1.84	.78	1.65	2.77	(5.19)
Total from investment operations	1.58	1.87	.73	1.62	2.78	(5.21)
Distributions from net investment income	(.04)	-	-	-	-	-
Net asset value, end of period	$ 14.87	$ 13.33	$ 11.46	$ 10.73	$ 9.11	$ 6.33
Total Return B,C,D	11.91%	16.32%	6.80%	17.78%	43.92%	(45.15)%
Ratios to Average Net Assets F,H
Expenses before reductions	1.61% A	1.58%	1.77%	1.85%	2.04%	1.86%
Expenses net of fee waivers, if any	1.25% A	1.25%	1.25%	1.25%	1.25%	1.25%
Expenses net of all reductions	1.23% A	1.24%	1.24%	1.25%	1.24%	1.25%
Net investment income (loss)	.31% A	.20%	(.41)%	(.34)%	.08%	(.20)%
Supplemental Data
Net assets, end of period (000 omitted)	$ 25,506	$ 23,183	$ 11,109	$ 7,055	$ 6,991	$ 4,113
Portfolio turnover rate G	157% A	174%	78%	124%	147%	140%

^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 Total returns do not include the effect of the sales charges.

^E Calculated based on average shares outstanding during the period.

^F 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.

^G Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

^H Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Financial Highlights - Class T

	Six months ended May 31, 2013	Years ended November 30,
	(Unaudited)	2012	2011	2010	2009	2008
Selected Per-Share Data
Net asset value, beginning of period	$ 12.86	$ 11.08	$ 10.40	$ 8.85	$ 6.17	$ 11.27
Income from Investment Operations
Net investment income (loss) E	- I	(.01)	(.07)	(.06)	(.01)	(.04)
Net realized and unrealized gain (loss)	1.51	1.79	.75	1.61	2.69	(5.06)
Total from investment operations	1.51	1.78	.68	1.55	2.68	(5.10)
Distributions from net investment income	(.01)	-	-	-	-	-
Net asset value, end of period	$ 14.36	$ 12.86	$ 11.08	$ 10.40	$ 8.85	$ 6.17
Total Return B,C,D	11.72%	16.06%	6.54%	17.51%	43.44%	(45.25)%
Ratios to Average Net Assets F,H
Expenses before reductions	1.88% A	1.88%	2.06%	2.14%	2.34%	2.15%
Expenses net of fee waivers, if any	1.50% A	1.50%	1.50%	1.50%	1.50%	1.50%
Expenses net of all reductions	1.48% A	1.49%	1.49%	1.50%	1.49%	1.50%
Net investment income (loss)	.06% A	(.05)%	(.66)%	(.59)%	(.17)%	(.45)%
Supplemental Data
Net assets, end of period (000 omitted)	$ 11,806	$ 11,757	$ 9,019	$ 7,501	$ 6,651	$ 4,755
Portfolio turnover rate G	157% A	174%	78%	124%	147%	140%

^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 Total returns do not include the effect of the sales charges.

^E Calculated based on average shares outstanding during the period.

^F 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.

^G Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

^H Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

^I Amount represents less than $.01 per share.

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Financial Highlights - Class B

	Six months ended May 31, 2013	Years ended November 30,
	(Unaudited)	2012	2011	2010	2009	2008
Selected Per-Share Data
Net asset value, beginning of period	$ 12.01	$ 10.40	$ 9.82	$ 8.40	$ 5.88	$ 10.80
Income from Investment Operations
Net investment income (loss) E	(.03)	(.06)	(.12)	(.10)	(.05)	(.09)
Net realized and unrealized gain (loss)	1.41	1.67	.70	1.52	2.57	(4.83)
Total from investment operations	1.38	1.61	.58	1.42	2.52	(4.92)
Net asset value, end of period	$ 13.39	$ 12.01	$ 10.40	$ 9.82	$ 8.40	$ 5.88
Total Return B,C,D	11.49%	15.48%	5.91%	16.90%	42.86%	(45.56)%
Ratios to Average Net Assets F,H
Expenses before reductions	2.36% A	2.38%	2.54%	2.60%	2.79%	2.62%
Expenses net of fee waivers, if any	2.00% A	2.00%	2.00%	2.00%	2.00%	2.00%
Expenses net of all reductions	1.98% A	2.00%	2.00%	1.99%	1.99%	2.00%
Net investment income (loss)	(.44)% A	(.55)%	(1.16)%	(1.09)%	(.67)%	(.95)%
Supplemental Data
Net assets, end of period (000 omitted)	$ 1,300	$ 1,408	$ 1,653	$ 2,099	$ 2,314	$ 1,785
Portfolio turnover rate G	157% A	174%	78%	124%	147%	140%

^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 Total returns do not include the effect of the contingent deferred sales charge.

^E Calculated based on average shares outstanding during the period.

^F Fees and expenses of 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.

^G Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

^H Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Financial Highlights - Class C

	Six months ended May 31, 2013	Years ended November 30,
	(Unaudited)	2012	2011	2010	2009	2008
Selected Per-Share Data
Net asset value, beginning of period	$ 11.96	$ 10.35	$ 9.77	$ 8.35	$ 5.85	$ 10.75
Income from Investment Operations
Net investment income (loss) E	(.03)	(.06)	(.12)	(.10)	(.05)	(.09)
Net realized and unrealized gain (loss)	1.40	1.67	.70	1.52	2.55	(4.81)
Total from investment operations	1.37	1.61	.58	1.42	2.50	(4.90)
Net asset value, end of period	$ 13.33	$ 11.96	$ 10.35	$ 9.77	$ 8.35	$ 5.85
Total Return B,C,D	11.45%	15.56%	5.94%	17.01%	42.74%	(45.58)%
Ratios to Average Net Assets F,H
Expenses before reductions	2.29% A	2.30%	2.51%	2.64%	2.79%	2.62%
Expenses net of fee waivers, if any	2.00% A	2.00%	2.00%	2.00%	2.00%	2.00%
Expenses net of all reductions	1.98% A	1.99%	1.99%	1.99%	1.99%	2.00%
Net investment income (loss)	(.44)% A	(.55)%	(1.16)%	(1.09)%	(.67)%	(.95)%
Supplemental Data
Net assets, end of period (000 omitted)	$ 8,029	$ 8,565	$ 6,422	$ 2,628	$ 2,065	$ 1,492
Portfolio turnover rate G	157% A	174%	78%	124%	147%	140%

^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 Total returns do not include the effect of the contingent deferred sales charge.

^E Calculated based on average shares outstanding during the period.

^F Fees and expenses of 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.

^G Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

^H Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Financial Highlights - Institutional Class

	Six months ended May 31, 2013	Years ended November 30,
	(Unaudited)	2012	2011	2010	2009	2008
Selected Per-Share Data
Net asset value, beginning of period	$ 13.74	$ 11.78	$ 11.01	$ 9.32	$ 6.47	$ 11.75
Income from Investment Operations
Net investment income (loss) D	.04	.06	(.02)	(.01)	.02	.01
Net realized and unrealized gain (loss)	1.61	1.90	.79	1.70	2.83	(5.29)
Total from investment operations	1.65	1.96	.77	1.69	2.85	(5.28)
Distributions from net investment income	(.07)	-	-	-	-	-
Net asset value, end of period	$ 15.32	$ 13.74	$ 11.78	$ 11.01	$ 9.32	$ 6.47
Total Return B,C	12.08%	16.64%	6.99%	18.13%	44.05%	(44.94)%
Ratios to Average Net Assets E,G
Expenses before reductions	1.31% A	1.22%	1.39%	1.49%	1.83%	1.54%
Expenses net of fee waivers, if any	1.00% A	1.00%	1.00%	1.00%	1.00%	1.00%
Expenses net of all reductions	.98% A	.99%	.99%	.99%	1.00%	1.00%
Net investment income (loss)	.56% A	.45%	(.16)%	(.09)%	.33%	.05%
Supplemental Data
Net assets, end of period (000 omitted)	$ 1,706	$ 1,787	$ 456	$ 342	$ 97	$ 99
Portfolio turnover rate F	157% A	174%	78%	124%	147%	140%

^A Annualized

^B Total returns for periods of less than one year are not annualized.

^C Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

^D Calculated based on average shares outstanding during the period.

^E Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds.

^F Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

^G 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.

Semiannual Report

Notes to Financial Statements

For the period ended May 31, 2013 (Unaudited)

1. Organization.

Fidelity Advisor® Strategic Growth Fund (the Fund) is a fund of Fidelity Advisor Series I (the Trust) and is authorized to issue an unlimited number of shares. The Trust is registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end management investment company organized as a Massachusetts business trust. The Fund offers Class A, Class T, Class C, and Institutional Class shares, each of which, along with Class B shares, has equal rights as to assets and voting privileges. Class B shares are closed to new accounts and additional purchases, except for exchanges and reinvestments. Effective after the close of business on December 14, 2012, the Fund's other share classes were closed to new accounts with certain exceptions. Each class has exclusive voting rights with respect to matters that affect that class. Class B shares will automatically convert to Class A shares after a holding period of seven years from the initial date of purchase.

2. Investments in Fidelity Central Funds.

The Fund invests in Fidelity Central Funds, which are open-end investment companies generally available only to other investment companies and accounts managed by Fidelity Management & Research Company (FMR) and its affiliates. The Fund's Schedule of Investments lists each of the Fidelity Central Funds held as of period end, if any, as an investment of the Fund, but does not include the underlying holdings of each Fidelity Central Fund. As an Investing Fund, the Fund indirectly bears its proportionate share of the expenses of the underlying Fidelity Central Funds.

The Money Market Central Funds seek preservation of capital and current income and are managed by Fidelity Investments Money Management, Inc. (FIMM), an affiliate of FMR.

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 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:

Semiannual Report

3. Significant Accounting Policies - continued

Investment Valuation. Investments are valued as of 4:00 p.m. Eastern time on the last calendar day of the period. In accordance with valuation policies and procedures approved by the Board of Trustees (the Board), the Fund attempts to obtain prices from one or more third party pricing vendors or brokers to value its investments. When current market prices, quotations or currency exchange rates are not readily available or reliable, investments will be fair valued in good faith by the FMR Fair Value Committee (the Committee), in accordance with procedures adopted by the Board. Factors used in determining fair value vary by investment type and may include market or investment specific events. The frequency with which these procedures are used cannot be predicted and they may be utilized to a significant extent. The Committee oversees the Fund's valuation policies and procedures and is responsible for approving and reporting to the Board all fair value determinations.

The Fund categorizes the inputs to valuation techniques used to value its investments into a disclosure hierarchy consisting of three levels as shown below:

Level 1 - quoted prices in active markets for identical investments

Level 2 - other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, etc.)

Level 3 - unobservable inputs (including the Fund's own assumptions based on the best information available)

Valuation techniques used to value the Fund's investments by major category are as follows:

Equity securities, including restricted securities, for which market quotations are readily available, are valued at the last reported sale price or official closing price as reported by a third party pricing vendor on the primary market or exchange on which they are traded and are categorized as Level 1 in the hierarchy. In the event there were no sales during the day or closing prices are not available, securities are valued at the last quoted bid price or may be valued using the last available price and are generally categorized as Level 2 in the hierarchy. For foreign equity securities, when market or security specific events arise, comparisons to the valuation of American Depositary Receipts (ADRs), futures contracts, Exchange-Traded Funds (ETFs) and certain indexes as well as quoted prices for similar securities may be used and would be categorized as Level 2 in the hierarchy. Utilizing these techniques may result in transfers between Level 1 and Level 2.

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 May 31, 2013, is included at the end of the Fund's Schedule of Investments.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

3. Significant Accounting Policies - continued

Foreign Currency. The Fund may use foreign currency contracts to facilitate transactions in foreign-denominated securities. Gains and losses from these transactions may arise from changes in the value of the foreign currency or if the counterparties do not perform under the contracts' terms.

Foreign-denominated assets, including investment securities, and liabilities are translated into U.S. dollars at the exchange rates at period end. Purchases and sales of investment securities, income and dividends received and expenses denominated in foreign currencies are translated into U.S. dollars at the exchange rate in effect on the transaction date.

The effects of exchange rate fluctuations on investments are included with the net realized and unrealized gain (loss) on investment securities. Other foreign currency transactions resulting in realized and unrealized gain (loss) are disclosed separately.

Investment Transactions and Income. For financial reporting purposes, the Fund's investment holdings and NAV include trades executed through the end of the last business day of the period. The NAV per share for processing shareholder transactions is calculated as of the close of business of the New York Stock Exchange (NYSE), normally 4:00 p.m. Eastern time and includes trades executed through the end of the prior business day. Gains and losses on securities sold are determined on the basis of identified cost and may include proceeds received from litigation. Dividend income is recorded on the ex-dividend date, except for certain dividends from foreign securities where the ex-dividend date may have passed, which are recorded as soon as the Fund is informed of the ex-dividend date. Non-cash dividends included in dividend income, if any, are recorded at the fair market value of the securities received. Distributions received on securities that represent a return of capital or capital gain are recorded as a reduction of cost of investments and/or as a realized gain. Subsequent to ex-dividend date the Fund determines the components of these distributions, based upon receipt of tax filings or other correspondence relating to the underlying investment. Interest income and distributions from the Fidelity Central Funds are accrued as earned. Investment income is recorded net of foreign taxes withheld where recovery of such taxes is uncertain.

Class Allocations and Expenses. Investment income, realized and unrealized capital gains and losses, common expenses of the Fund, and certain fund-level expense reductions, if any, are allocated on a pro-rata basis to each class based on the relative net assets of each class to the total net assets of the Fund. Each class differs with respect to transfer agent and distribution and service plan fees incurred. Certain expense reductions may also differ by class. Expenses directly attributable to a fund are charged to that fund. Expenses attributable to more than one fund are allocated among the respective funds on the basis of relative net assets or other appropriate methods. Expense estimates are accrued in the period to which they relate and adjustments are made when actual amounts are known.

Semiannual Report

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders. Each year, the Fund intends to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code, including distributing substantially all of its taxable income and realized gains. As a result, no provision for income taxes is required. The Fund files a U.S. federal tax return, in addition to state and local tax returns as required. A fund's federal income tax returns are subject to examination by the Internal Revenue Service (IRS) for a period of three fiscal years after they are filed. State and local tax returns may be subject to examination for an additional fiscal year depending on the jurisdiction. Foreign taxes are provided for based on the Fund's understanding of the tax rules and rates that exist in the foreign markets in which it invests.

Distributions are declared and recorded on the ex-dividend date. Income dividends and capital gain distributions are declared separately for each class. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from GAAP.

Capital accounts within the financial statements are adjusted for permanent book-tax differences. These adjustments have no impact on net assets or the results of operations. Temporary book-tax differences will reverse in a subsequent period.

Book-tax differences are primarily due to foreign currency transactions, partnerships, passive foreign investment companies (PFIC), capital loss carryforwards and losses deferred due to wash sales and excise tax regulations.

The federal tax cost of investment securities and unrealized appreciation (depreciation) as of period end were as follows:

Gross unrealized appreciation	$ 7,269,312
Gross unrealized depreciation	(517,801)
Net unrealized appreciation (depreciation) on securities and other investments	$ 6,751,511
Tax cost	$ 41,382,399

Capital loss carryforwards are only available to offset future capital gains of the Fund to the extent provided by regulations and may be limited. Under the Regulated Investment Company Modernization Act of 2010 (the Act), the Fund is permitted to carry forward capital losses incurred in taxable years beginning after December 22, 2010 for an unlimited period and such capital losses are required to be used prior to any losses that expire. The capital loss carryforward information presented below, including any applicable limitation, is estimated as of fiscal period end and is subject to adjustment.

Fiscal year of expiration
2017	$ (473,695)

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

4. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $36,546,739 and $38,973,418, respectively.

5. Fees and Other Transactions with Affiliates.

Management Fee. FMR and its affiliates provide the Fund with investment management related services for which the Fund pays a monthly management fee. The management fee is the sum of an individual fund fee rate that is based on an annual rate of .30% of the Fund's average net assets and an annualized group fee rate that averaged .26% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by FMR. The group fee rate decreases as assets under management increase and increases as assets under management decrease. In addition, the management fee is subject to a performance adjustment (up to a maximum of ± .20% of the Fund's average net assets over a 36 month performance period). The upward or downward adjustment to the management fee is based on the relative investment performance of the Institutional Class of the Fund as compared to an appropriate benchmark index. For the period, the total annualized management fee rate, including the performance adjustment, was .58% of the Fund's average net assets.

Distribution and Service Plan Fees. In accordance with Rule 12b-1 of the 1940 Act, the Fund has adopted separate Distribution and Service Plans for each class of shares. Certain classes pay Fidelity Distributors Corporation (FDC), an affiliate of FMR, separate Distribution and Service Fees, each of which is based on an annual percentage of each class' average net assets. In addition, FDC may pay financial intermediaries for selling shares of the Fund and providing shareholder support services. For the period, the Distribution and Service Fee rates, total fees and amounts retained by FDC were as follows:

	Distribution Fee	Service Fee	Total Fees	Retained by FDC
Class A	-%	.25%	$ 30,276	$ 531
Class T	.25%	.25%	29,058	140
Class B	.75%	.25%	6,812	5,116
Class C	.75%	.25%	43,173	6,196
			$ 109,319	$ 11,983

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.

Semiannual Report

5. Fees and Other Transactions with Affiliates - continued

Sales Load - continued

For the period, sales charge amounts retained by FDC were as follows:

	Retained by FDC
Class A	$ 2,184
Class T	1,635
Class B*	485
Class C*	982
	$ 5,286

* When Class B and Class C shares are initially sold, FDC pays commissions from its own resources to financial intermediaries through which the sales are made.

Transfer Agent Fees. Fidelity Investments Institutional Operations Company, Inc., (FIIOC), an affiliate of FMR, is the transfer, dividend disbursing and shareholder servicing agent for each class of the Fund. FIIOC receives account fees and asset-based fees that vary according to the account size and type of account of the shareholders of the respective classes of the Fund. FIIOC pays for typesetting, printing and mailing of shareholder reports, except proxy statements. For the period, transfer agent fees for each class were as follows:

	Amount	% of Average Net Assets*
Class A	$ 35,959	.30
Class T	18,674	.32
Class B	2,053	.30
Class C	9,801	.23
Institutional Class	2,135	.25
	$ 68,622

* Annualized

Accounting and Security Lending Fees. Fidelity Service Company, Inc. (FSC), an affiliate of FMR, maintains the Fund's accounting records. The accounting fee is based on the level of average net assets for each month. Under a separate contract, FSC administers the security lending program. The security lending fee is based on the number and duration of lending transactions.

Brokerage Commissions. The Fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of the investment adviser. Brokerage commissions are included in net realized gain (loss) and change in net unrealized appreciation (depreciation) in the Statement of Operations. The commissions paid to these affiliated firms were $1,394 for the period.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

6. Committed Line of Credit.

The Fund participates with other funds managed by FMR or an affiliate in a $4.25 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro-rata portion of the line of credit, which amounted to $61 and is reflected in Miscellaneous expenses on the Statement of Operations. During the period, there were no borrowings on this line of credit.

7. Security Lending.

The Fund lends portfolio securities through a lending agent from time to time in order to earn additional income. For equity securities, a lending agent is used and may loan securities to certain qualified borrowers, including Fidelity Capital Markets (FCM), a broker-dealer affiliated with the Fund. On the settlement date of the loan, the Fund receives collateral (in the form of U.S. Treasury obligations, letters of credit and/or cash) against the loaned securities and maintains collateral in an amount not less than 100% of the market value of the loaned securities during the period of the loan. The market value of the loaned securities is determined at the close of business of the Fund and any additional required collateral is delivered to the Fund on the next business day. If the borrower defaults on its obligation to return the securities loaned because of insolvency or other reasons, the Fund may apply collateral received from the borrower against the obligation. The Fund may experience delays and costs in recovering the securities loaned. Any cash collateral received is invested in the Fidelity Securities Lending Cash Central Fund. At period end, there were no security loans outstanding. 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 $912. During the period, there were no securities loaned to FCM.

8. Expense Reductions.

FMR contractually agreed to reimburse each class to the extent annual operating expenses exceeded certain levels of average net assets as noted in the table below. Some expenses, for example interest expense, including commitment fees, are excluded from this reimbursement.

Semiannual Report

8. Expense Reductions - continued

The following classes were in reimbursement during the period:

	Expense Limitations	Reimbursement
Class A	1.25%	$ 43,264
Class T	1.50%	22,193
Class B	2.00%	2,497
Class C	2.00%	12,637
Institutional Class	1.00%	2,674
		$ 83,265

Many of the brokers with whom FMR places trades on behalf of the Fund provided services to the Fund in addition to trade execution. These services included payments of certain expenses on behalf of the Fund totaling $4,664 for the period. In addition, through arrangements with the Fund's custodian, credits realized as a result of uninvested cash balances were used to reduce the Fund's expenses. During the period, these credits reduced the Fund's custody expenses by $6.

9. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

	Six months ended May 31, 2013	Year ended November 30, 2012
From net investment income
Class A	$ 72,893	$ -
Class T	5,419	-
Institutional Class	9,400	-
Total	$ 87,712	$ -

10. Share Transactions.

Transactions for each class of shares were as follows:

	Shares		Dollars
	Six months ended May 31, 2013	Year ended November 30, 2012	Six months ended May 31, 2013	Year ended November 30, 2012
Class A
Shares sold	160,386	1,164,609	$ 2,239,779	$ 14,826,119
Reinvestment of distributions	5,252	-	69,069	-
Shares redeemed	(189,226)	(394,891)	(2,646,595)	(4,983,157)
Net increase (decrease)	(23,588)	769,718	$ (337,747)	$ 9,842,962

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

10. Share Transactions - continued

	Shares		Dollars
	Six months ended May 31, 2013	Year ended November 30, 2012	Six months ended May 31, 2013	Year ended November 30, 2012
Class T
Shares sold	59,283	251,774	$ 796,076	$ 2,982,650
Reinvestment of distributions	418	-	5,313	-
Shares redeemed	(152,035)	(151,423)	(2,038,898)	(1,839,691)
Net increase (decrease)	(92,334)	100,351	$ (1,237,509)	$ 1,142,959
Class B
Shares sold	1,863	5,207	$ 22,784	$ 58,908
Shares redeemed	(21,973)	(46,873)	(276,765)	(536,274)
Net increase (decrease)	(20,110)	(41,666)	$ (253,981)	$ (477,366)
Class C
Shares sold	47,091	390,637	$ 590,390	$ 4,316,746
Shares redeemed	(161,063)	(294,484)	(2,084,575)	(3,287,049)
Net increase (decrease)	(113,972)	96,153	$ (1,494,185)	$ 1,029,697
Institutional Class
Shares sold	20,282	131,744	$ 291,175	$ 1,692,793
Reinvestment of distributions	483	-	6,529	-
Shares redeemed	(39,378)	(40,422)	(565,586)	(511,148)
Net increase (decrease)	(18,613)	91,322	$ (267,882)	$ 1,181,645

11. Reorganization.

The Board of Trustees of the Fund approved an Agreement and Plan of Reorganization (the Agreement) between the Fund and Fidelity Stock Selector All Cap Fund. The Agreement provides for the transfer of all the assets and the assumption of all the liabilities of the Fund in exchange for corresponding shares of Fidelity Stock Selector All Cap Fund equal in value to the net assets of the Fund on the day the reorganization is effective.

The Fund's shareholders approved the reorganization that became effective on June 21, 2013. The reorganization qualified as a tax-free transaction with no gain or loss recognized by the Funds or their shareholders.

Semiannual Report

12. Other.

The Fund's organizational documents provide former and current trustees and officers with a limited indemnification against liabilities arising in connection with the performance of their duties to the Fund. In the normal course of business, the Fund may also enter into contracts that provide general indemnifications. The Fund's maximum exposure under these arrangements is unknown as this would be dependent on future claims that may be made against the Fund. The risk of material loss from such claims is considered remote.

Semiannual Report

Proxy Voting Results

A special meeting of the fund's shareholders was held on May 14, 2013. The results of votes taken among shareholders on the proposal before them are reported below. Each vote reported represents one dollar of net asset value held on the record date for the meeting.

PROPOSAL 2
To approve an Agreement and Plan of Reorganization providing for the transfer of all of the assets of Fidelity Advisor Strategic Growth Fund to Fidelity Stock Selector All Cap Fund in exchange solely for shares of beneficial interest of Fidelity Stock Selector All Cap Fund and the assumption by Fidelity Stock Selector All Cap Fund of Fidelity Advisor Strategic Growth Fund's liabilities, in complete liquidation of Fidelity Advisor Strategic Growth Fund.
	# of Votes	% of Votes
Affirmative	19,661,771.15	73.412
Against	488,941.02	1.826
Abstain	1,807,671.07	6.749
Broker Non-Votes	4,824,335.67	18.013
TOTAL	26,782,718.91	100.000

Semiannual 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

JPMorgan Chase Bank

New York, NY

(Fidelity Investment logo)(registered trademark)

ATQGI-USAN-0713
1.786804.110

(Fidelity Investment logo)(registered trademark)
FidelityAdvisor®

Strategic Growth

Fund - Class A, Class T,
Class B and Class C

Semiannual Report

May 31, 2013

(Fidelity Cover Art)

Contents

Shareholder Expense Example	(Click Here)	An example of shareholder expenses.
Investment Changes	(Click Here)	A summary of major shifts in the fund's investments over the past six months.
Investments	(Click Here)	A complete list of the fund's investments with their market values.
Financial Statements	(Click Here)	Statements of assets and liabilities, operations, and changes in net assets, as well as financial highlights.
Notes	(Click Here)	Notes to the financial statements.
Proxy Voting Results	(Click Here)

To view a fund's proxy voting guidelines and proxy voting record for the 12-month period ended June 30, visit http://www.fidelity.com/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.

All other marks appearing herein are registered or unregistered trademarks or service marks of FMR LLC or an affiliated company. © 2013 FMR LLC. All rights reserved.

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.

Semiannual Report

Shareholder Expense Example

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including sales charges (loads) on purchase payments or redemption proceeds, and (2) ongoing costs, including management fees, distribution and/or service (12b-1) fees and other Fund expenses. This Example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (December 1, 2012 to May 31, 2013).

Actual Expenses

The first line of the accompanying table for each class of the Fund provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000.00 (for example, an $8,600 account value divided by $1,000.00 = 8.6), then multiply the result by the number in the first line for a class of the Fund under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period. 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.

Semiannual Report

Shareholder Expense Example - continued

	Annualized Expense RatioB	Beginning Account Value December 1, 2012	Ending Account Value May 31, 2013	Expenses Paid During Period* December 1, 2012 to May 31, 2013
Class A	1.25%
Actual		$ 1,000.00	$ 1,119.10	$ 6.60
Hypothetical A		$ 1,000.00	$ 1,018.70	$ 6.29
Class T	1.50%
Actual		$ 1,000.00	$ 1,117.20	$ 7.92
Hypothetical A		$ 1,000.00	$ 1,017.45	$ 7.54
Class B	2.00%
Actual		$ 1,000.00	$ 1,114.90	$ 10.55
Hypothetical A		$ 1,000.00	$ 1,014.96	$ 10.05
Class C	2.00%
Actual		$ 1,000.00	$ 1,114.50	$ 10.54
Hypothetical A		$ 1,000.00	$ 1,014.96	$ 10.05
Institutional Class	1.00%
Actual		$ 1,000.00	$ 1,120.80	$ 5.29
Hypothetical A		$ 1,000.00	$ 1,019.95	$ 5.04

^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 182/365 (to reflect the one-half year period).

Semiannual Report

Investment Changes (Unaudited)

Top Ten Stocks as of May 31, 2013
	% of fund's net assets	% of fund's net assets 6 months ago
Apple, Inc.	5.1	8.1
Google, Inc. Class A	4.7	3.0
The Coca-Cola Co.	2.6	1.6
Gilead Sciences, Inc.	2.5	1.6
Oracle Corp.	2.4	2.2
Home Depot, Inc.	2.2	2.1
Amgen, Inc.	2.0	2.5
Microsoft Corp.	1.8	1.7
Visa, Inc. Class A	1.6	1.9
QUALCOMM, Inc.	1.6	1.9
	26.5
Top Five Market Sectors as of May 31, 2013
	% of fund's net assets	% of fund's net assets 6 months ago
Information Technology	27.5	30.7
Consumer Discretionary	18.4	17.6
Health Care	16.9	12.7
Consumer Staples	11.6	11.0
Industrials	10.5	10.3

Asset Allocation (% of fund's net assets)
As of May 31, 2013*			As of November 30, 2012**
	Stocks 99.6%			Stocks 96.9%
	Short-Term Investments and Net Other Assets (Liabilities) 0.4%			Short-Term Investments and Net Other Assets (Liabilities) 3.1%
* Foreign investments		10.3%	** Foreign investments		7.8%

Semiannual Report

Investments May 31, 2013 (Unaudited)

Showing Percentage of Net Assets

Common Stocks - 99.6%
	Shares		Value
CONSUMER DISCRETIONARY - 18.4%
Automobiles - 0.3%
Nissan Motor Co. Ltd.	11,200		$ 120,948
Tesla Motors, Inc. (a)	400		39,104
			160,052
Distributors - 0.8%
LKQ Corp. (a)	16,629		407,078
Diversified Consumer Services - 1.2%
H&R Block, Inc.	19,672		575,799
Hotels, Restaurants & Leisure - 2.6%
Las Vegas Sands Corp.	1,863		107,868
McDonald's Corp.	3,184		307,479
Starbucks Corp.	8,039		507,020
Wyndham Worldwide Corp.	3,089		179,533
Yum! Brands, Inc.	2,300		155,825
			1,257,725
Household Durables - 1.3%
Toll Brothers, Inc. (a)	11,180		382,021
Whirlpool Corp.	2,010		256,798
			638,819
Internet & Catalog Retail - 2.4%
Amazon.com, Inc. (a)	2,317		623,343
priceline.com, Inc. (a)	640		514,515
			1,137,858
Leisure Equipment & Products - 0.4%
Mattel, Inc.	4,345		194,439
Media - 2.0%
CBS Corp. Class B	6,462		319,869
Comcast Corp. Class A	16,696		670,344
			990,213
Multiline Retail - 0.5%
Dollar General Corp. (a)	4,661		246,101
Specialty Retail - 4.8%
American Eagle Outfitters, Inc.	17,246		341,298
Dick's Sporting Goods, Inc.	5,066		265,154
Home Depot, Inc.	13,798		1,085,351
Lowe's Companies, Inc.	3,884		163,555
Ross Stores, Inc.	4,920		316,356
Tractor Supply Co.	1,219		136,504
			2,308,218
Common Stocks - continued
	Shares		Value
CONSUMER DISCRETIONARY - continued
Textiles, Apparel & Luxury Goods - 2.1%
lululemon athletica, Inc. (a)	3,682		$ 286,496
Michael Kors Holdings Ltd. (a)	3,510		220,498
NIKE, Inc. Class B	5,215		321,557
PVH Corp.	1,500		172,785
			1,001,336
TOTAL CONSUMER DISCRETIONARY			8,917,638
CONSUMER STAPLES - 11.6%
Beverages - 4.1%
Beam, Inc.	2,217		143,750
Monster Beverage Corp. (a)	4,100		223,819
PepsiCo, Inc.	3,489		281,807
Remy Cointreau SA	800		92,729
The Coca-Cola Co.	31,322		1,252,567
			1,994,672
Food & Staples Retailing - 2.8%
CVS Caremark Corp.	10,588		609,657
Safeway, Inc.	7,400		170,274
Wal-Mart Stores, Inc.	4,620		345,761
Walgreen Co.	4,396		209,953
			1,335,645
Food Products - 1.1%
Bunge Ltd.	4,153		289,049
Mead Johnson Nutrition Co. Class A	2,763		223,996
			513,045
Household Products - 0.9%
Procter & Gamble Co.	5,400		414,504
Tobacco - 2.7%
Altria Group, Inc.	11,585		418,219
British American Tobacco PLC (United Kingdom)	4,411		242,379
Japan Tobacco, Inc.	11,400		387,976
Lorillard, Inc.	6,577		279,128
			1,327,702
TOTAL CONSUMER STAPLES			5,585,568
Common Stocks - continued
	Shares		Value
ENERGY - 3.4%
Energy Equipment & Services - 2.4%
Cameron International Corp. (a)	4,200		$ 255,654
Ensco PLC Class A	5,430		326,723
Halliburton Co.	5,800		242,730
National Oilwell Varco, Inc.	1,520		106,856
Schlumberger Ltd.	3,180		232,235
			1,164,198
Oil, Gas & Consumable Fuels - 1.0%
Noble Energy, Inc.	3,200		184,480
The Williams Companies, Inc.	8,960		315,213
			499,693
TOTAL ENERGY			1,663,891
FINANCIALS - 7.2%
Capital Markets - 1.1%
The Blackstone Group LP	17,589		385,023
UBS AG (NY Shares)	7,500		131,475
			516,498
Commercial Banks - 0.9%
Wells Fargo & Co.	10,686		433,317
Consumer Finance - 1.4%
Capital One Financial Corp.	4,800		292,464
SLM Corp.	16,989		403,319
			695,783
Diversified Financial Services - 2.4%
Bank of America Corp.	36,400		497,224
Citigroup, Inc.	8,641		449,246
McGraw-Hill Companies, Inc.	3,963		216,182
			1,162,652
Real Estate Investment Trusts - 0.8%
American Tower Corp.	5,140		400,098
Real Estate Management & Development - 0.4%
Hongkong Land Holdings Ltd.	14,000		96,788
The St. Joe Co. (a)	4,100		83,722
			180,510
Common Stocks - continued
	Shares		Value
FINANCIALS - continued
Thrifts & Mortgage Finance - 0.2%
Nationstar Mortgage Holdings, Inc. (a)	2,300		$ 93,633
TOTAL FINANCIALS			3,482,491
HEALTH CARE - 16.9%
Biotechnology - 8.0%
Alexion Pharmaceuticals, Inc. (a)	2,870		279,940
Amgen, Inc.	9,445		949,506
Biogen Idec, Inc. (a)	1,837		436,269
BioMarin Pharmaceutical, Inc. (a)	2,600		163,020
Celgene Corp. (a)	4,255		526,131
Gilead Sciences, Inc. (a)	21,821		1,188,808
Regeneron Pharmaceuticals, Inc. (a)	300		72,561
Theravance, Inc. (a)	7,535		264,026
			3,880,261
Health Care Equipment & Supplies - 1.7%
Ansell Ltd.	12,528		206,420
Boston Scientific Corp. (a)	40,995		378,794
The Cooper Companies, Inc.	1,950		220,370
			805,584
Health Care Providers & Services - 2.2%
Brookdale Senior Living, Inc. (a)	9,673		274,230
Catamaran Corp. (a)	2,880		141,285
Express Scripts Holding Co. (a)	10,411		646,731
			1,062,246
Health Care Technology - 0.5%
Cerner Corp. (a)	2,400		235,872
Life Sciences Tools & Services - 0.5%
Illumina, Inc. (a)	3,566		250,761
Pharmaceuticals - 4.0%
AbbVie, Inc.	11,542		492,728
Actavis, Inc. (a)	2,542		313,403
Allergan, Inc.	2,300		228,827
Johnson & Johnson	2,605		219,289
Merck & Co., Inc.	5,256		245,455
Common Stocks - continued
	Shares		Value
HEALTH CARE - continued
Pharmaceuticals - continued
Valeant Pharmaceuticals International, Inc. (Canada) (a)	2,800		$ 257,624
Warner Chilcott PLC	9,800		188,160
			1,945,486
TOTAL HEALTH CARE			8,180,210
INDUSTRIALS - 10.5%
Aerospace & Defense - 2.0%
The Boeing Co.	1,200		118,824
TransDigm Group, Inc.	874		127,691
United Technologies Corp.	7,513		712,984
			959,499
Air Freight & Logistics - 1.3%
United Parcel Service, Inc. Class B	7,239		621,830
Airlines - 0.4%
Delta Air Lines, Inc. (a)	9,800		176,498
Electrical Equipment - 2.7%
Eaton Corp. PLC	8,088		534,293
Emerson Electric Co.	6,834		392,682
Generac Holdings, Inc.	9,100		368,550
			1,295,525
Industrial Conglomerates - 0.4%
General Electric Co.	8,177		190,688
Machinery - 2.0%
Cummins, Inc.	2,850		340,946
Ingersoll-Rand PLC	6,307		362,842
Manitowoc Co., Inc.	13,278		278,971
			982,759
Road & Rail - 1.7%
CSX Corp.	15,836		399,226
Hertz Global Holdings, Inc. (a)	7,964		205,710
Union Pacific Corp.	1,444		223,271
			828,207
TOTAL INDUSTRIALS			5,055,006
Common Stocks - continued
	Shares		Value
INFORMATION TECHNOLOGY - 27.5%
Communications Equipment - 2.1%
Cisco Systems, Inc.	10,600		$ 255,248
QUALCOMM, Inc.	12,315		781,756
			1,037,004
Computers & Peripherals - 6.1%
Apple, Inc.	5,434		2,443,559
EMC Corp.	19,453		481,656
			2,925,215
Internet Software & Services - 5.9%
eBay, Inc. (a)	2,930		158,513
Facebook, Inc. Class A	10,571		257,404
Google, Inc. Class A (a)	2,611		2,272,641
LinkedIn Corp. (a)	900		150,777
Trulia, Inc.	200		6,148
			2,845,483
IT Services - 5.0%
Accenture PLC Class A	5,870		481,986
Amdocs Ltd.	6,720		239,904
IBM Corp.	1,747		363,411
MasterCard, Inc. Class A	960		547,440
Visa, Inc. Class A	4,434		789,873
			2,422,614
Semiconductors & Semiconductor Equipment - 1.3%
Broadcom Corp. Class A	14,858		533,551
NXP Semiconductors NV (a)	3,500		107,975
			641,526
Software - 7.1%
Check Point Software Technologies Ltd. (a)	4,105		205,578
Concur Technologies, Inc. (a)	1,800		145,314
Guidewire Software, Inc. (a)	5,840		239,206
Microsoft Corp.	25,110		875,837
Oracle Corp.	33,484		1,130,420
salesforce.com, Inc. (a)	8,276		350,323
Splunk, Inc. (a)	3,212		150,193
Workday, Inc. Class A	5,113		328,408
			3,425,279
TOTAL INFORMATION TECHNOLOGY			13,297,121
Common Stocks - continued
	Shares		Value
MATERIALS - 3.3%
Chemicals - 2.5%
Eastman Chemical Co.	4,460		$ 319,871
FMC Corp.	2,819		176,779
Monsanto Co.	7,046		709,109
			1,205,759
Construction Materials - 0.8%
Vulcan Materials Co.	6,873		368,255
TOTAL MATERIALS			1,574,014
TELECOMMUNICATION SERVICES - 0.8%
Wireless Telecommunication Services - 0.8%
Vodafone Group PLC sponsored ADR	13,056		377,971
TOTAL INVESTMENT PORTFOLIO - 99.6% (Cost $41,169,849)			48,133,910
NET OTHER ASSETS (LIABILITIES) - 0.4%			213,866
NET ASSETS - 100%		$ 48,347,776

Legend

(a) Non-income producing

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	$ 656
Fidelity Securities Lending Cash Central Fund	912
Total	$ 1,568

Other Information

The following is a summary of the inputs used, as of May 31, 2013, involving the Fund's assets and liabilities carried at fair value. The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs, and their aggregation into the levels used in the table below, please refer to the Investment Valuation section in the accompanying Notes to Financial Statements.

Valuation Inputs at Reporting Date:
Description	Total	Level 1	Level 2	Level 3
Investments in Securities:
Equities:
Consumer Discretionary	$ 8,917,638	$ 8,796,690	$ 120,948	$ -
Consumer Staples	5,585,568	4,955,213	630,355	-
Energy	1,663,891	1,663,891	-	-
Financials	3,482,491	3,385,703	96,788	-
Health Care	8,180,210	7,973,790	206,420	-
Industrials	5,055,006	5,055,006	-	-
Information Technology	13,297,121	13,297,121	-	-
Materials	1,574,014	1,574,014	-	-
Telecommunication Services	377,971	377,971	-	-
Total Investments in Securities:	$ 48,133,910	$ 47,079,399	$ 1,054,511	$ -

Distribution of investments by country or territory of incorporation, as a percentage of total net assets, is as follows. (Unaudited)

United States of America	89.7%
Ireland	3.2%
United Kingdom	2.0%
Japan	1.0%
Others (Individually Less Than 1%)	4.1%
	100.0%

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Financial Statements

Statement of Assets and Liabilities

	May 31, 2013 (Unaudited)
Assets
Investment in securities, at value - See accompanying schedule: Unaffiliated issuers (cost $41,169,849)		$ 48,133,910
Receivable for investments sold		776,362
Receivable for fund shares sold		23,140
Dividends receivable		54,717
Distributions receivable from Fidelity Central Funds		34
Prepaid expenses		26
Receivable from investment adviser for expense reductions		3,237
Other receivables		790
Total assets		48,992,216
Liabilities
Payable to custodian bank	$ 18,540
Payable for investments purchased	506,539
Payable for fund shares redeemed	21,697
Accrued management fee	22,583
Distribution and service plan fees payable	18,562
Other affiliated payables	12,761
Other payables and accrued expenses	43,758
Total liabilities		644,440
Net Assets		$ 48,347,776
Net Assets consist of:
Paid in capital		$ 39,591,998
Distributions in excess of net investment income		(63,717)
Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions		1,855,543
Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies		6,963,952
Net Assets		$ 48,347,776

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Statement of Assets and Liabilities - continued

	May 31, 2013 (Unaudited)
Calculation of Maximum Offering Price Class A: Net Asset Value and redemption price per share ($25,506,369 ÷ 1,715,805 shares)		$ 14.87
Maximum offering price per share (100/94.25 of $14.87)		$ 15.78
Class T: Net Asset Value and redemption price per share ($11,805,994 ÷ 821,891 shares)		$ 14.36
Maximum offering price per share (100/96.50 of $14.36)		$ 14.88
Class B: Net Asset Value and offering price per share ($1,300,299 ÷ 97,101 shares)A		$ 13.39
Class C: Net Asset Value and offering price per share ($8,029,019 ÷ 602,491 shares)A		$ 13.33
Institutional Class: Net Asset Value, offering price and redemption price per share ($1,706,095 ÷ 111,386 shares)		$ 15.32

^A Redemption price per share is equal to net asset value less any applicable contingent deferred sales charge.

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Financial Statements - continued

Statement of Operations

Six months ended May 31, 2013 (Unaudited)
Investment Income
Dividends		$ 364,796
Income from Fidelity Central Funds		1,568
Total income		366,364
Expenses
Management fee Basic fee	$ 132,061
Performance adjustment	6,613
Transfer agent fees	68,622
Distribution and service plan fees	109,319
Accounting and security lending fees	9,268
Custodian fees and expenses	19,178
Independent trustees' compensation	145
Registration fees	37,069
Audit	26,453
Legal	7,017
Miscellaneous	14,826
Total expenses before reductions	430,571
Expense reductions	(87,935)	342,636
Net investment income (loss)		23,728
Realized and Unrealized Gain (Loss) Net realized gain (loss) on:
Investment securities:
Unaffiliated issuers	2,446,998
Foreign currency transactions	709
Total net realized gain (loss)		2,447,707
Change in net unrealized appreciation (depreciation) on: Investment securities	2,854,661
Assets and liabilities in foreign currencies	(99)
Total change in net unrealized appreciation (depreciation)		2,854,562
Net gain (loss)		5,302,269
Net increase (decrease) in net assets resulting from operations		$ 5,325,997

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Statement of Changes in Net Assets

	Six months ended May 31, 2013 Unaudited)	Year ended November 30, 2012
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$ 23,728	$ (12,352)
Net realized gain (loss)	2,447,707	3,037,247
Change in net unrealized appreciation (depreciation)	2,854,562	2,297,156
Net increase (decrease) in net assets resulting from operations	5,325,997	5,322,051
Distributions to shareholders from net investment income	(87,712)	-
Share transactions - net increase (decrease)	(3,591,304)	12,719,897
Total increase (decrease) in net assets	1,646,981	18,041,948
Net Assets
Beginning of period	46,700,795	28,658,847
End of period (including distributions in excess of net investment income of $63,717 and undistributed net investment income of $267, respectively)	$ 48,347,776	$ 46,700,795

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Financial Highlights - Class A

	Six months ended May 31, 2013	Years ended November 30,
	(Unaudited)	2012	2011	2010	2009	2008
Selected Per-Share Data
Net asset value, beginning of period	$ 13.33	$ 11.46	$ 10.73	$ 9.11	$ 6.33	$ 11.54
Income from Investment Operations
Net investment income (loss) E	.02	.03	(.05)	(.03)	.01	(.02)
Net realized and unrealized gain (loss)	1.56	1.84	.78	1.65	2.77	(5.19)
Total from investment operations	1.58	1.87	.73	1.62	2.78	(5.21)
Distributions from net investment income	(.04)	-	-	-	-	-
Net asset value, end of period	$ 14.87	$ 13.33	$ 11.46	$ 10.73	$ 9.11	$ 6.33
Total Return B,C,D	11.91%	16.32%	6.80%	17.78%	43.92%	(45.15)%
Ratios to Average Net Assets F,H
Expenses before reductions	1.61% A	1.58%	1.77%	1.85%	2.04%	1.86%
Expenses net of fee waivers, if any	1.25% A	1.25%	1.25%	1.25%	1.25%	1.25%
Expenses net of all reductions	1.23% A	1.24%	1.24%	1.25%	1.24%	1.25%
Net investment income (loss)	.31% A	.20%	(.41)%	(.34)%	.08%	(.20)%
Supplemental Data
Net assets, end of period (000 omitted)	$ 25,506	$ 23,183	$ 11,109	$ 7,055	$ 6,991	$ 4,113
Portfolio turnover rate G	157% A	174%	78%	124%	147%	140%

^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 Total returns do not include the effect of the sales charges.

^E Calculated based on average shares outstanding during the period.

^F 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.

^G Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

^H Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Financial Highlights - Class T

	Six months ended May 31, 2013	Years ended November 30,
	(Unaudited)	2012	2011	2010	2009	2008
Selected Per-Share Data
Net asset value, beginning of period	$ 12.86	$ 11.08	$ 10.40	$ 8.85	$ 6.17	$ 11.27
Income from Investment Operations
Net investment income (loss) E	- I	(.01)	(.07)	(.06)	(.01)	(.04)
Net realized and unrealized gain (loss)	1.51	1.79	.75	1.61	2.69	(5.06)
Total from investment operations	1.51	1.78	.68	1.55	2.68	(5.10)
Distributions from net investment income	(.01)	-	-	-	-	-
Net asset value, end of period	$ 14.36	$ 12.86	$ 11.08	$ 10.40	$ 8.85	$ 6.17
Total Return B,C,D	11.72%	16.06%	6.54%	17.51%	43.44%	(45.25)%
Ratios to Average Net Assets F,H
Expenses before reductions	1.88% A	1.88%	2.06%	2.14%	2.34%	2.15%
Expenses net of fee waivers, if any	1.50% A	1.50%	1.50%	1.50%	1.50%	1.50%
Expenses net of all reductions	1.48% A	1.49%	1.49%	1.50%	1.49%	1.50%
Net investment income (loss)	.06% A	(.05)%	(.66)%	(.59)%	(.17)%	(.45)%
Supplemental Data
Net assets, end of period (000 omitted)	$ 11,806	$ 11,757	$ 9,019	$ 7,501	$ 6,651	$ 4,755
Portfolio turnover rate G	157% A	174%	78%	124%	147%	140%

^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 Total returns do not include the effect of the sales charges.

^E Calculated based on average shares outstanding during the period.

^F 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.

^G Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

^H Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

^I Amount represents less than $.01 per share.

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Financial Highlights - Class B

	Six months ended May 31, 2013	Years ended November 30,
	(Unaudited)	2012	2011	2010	2009	2008
Selected Per-Share Data
Net asset value, beginning of period	$ 12.01	$ 10.40	$ 9.82	$ 8.40	$ 5.88	$ 10.80
Income from Investment Operations
Net investment income (loss) E	(.03)	(.06)	(.12)	(.10)	(.05)	(.09)
Net realized and unrealized gain (loss)	1.41	1.67	.70	1.52	2.57	(4.83)
Total from investment operations	1.38	1.61	.58	1.42	2.52	(4.92)
Net asset value, end of period	$ 13.39	$ 12.01	$ 10.40	$ 9.82	$ 8.40	$ 5.88
Total Return B,C,D	11.49%	15.48%	5.91%	16.90%	42.86%	(45.56)%
Ratios to Average Net Assets F,H
Expenses before reductions	2.36% A	2.38%	2.54%	2.60%	2.79%	2.62%
Expenses net of fee waivers, if any	2.00% A	2.00%	2.00%	2.00%	2.00%	2.00%
Expenses net of all reductions	1.98% A	2.00%	2.00%	1.99%	1.99%	2.00%
Net investment income (loss)	(.44)% A	(.55)%	(1.16)%	(1.09)%	(.67)%	(.95)%
Supplemental Data
Net assets, end of period (000 omitted)	$ 1,300	$ 1,408	$ 1,653	$ 2,099	$ 2,314	$ 1,785
Portfolio turnover rate G	157% A	174%	78%	124%	147%	140%

^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 Total returns do not include the effect of the contingent deferred sales charge.

^E Calculated based on average shares outstanding during the period.

^F Fees and expenses of 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.

^G Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

^H Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Financial Highlights - Class C

	Six months ended May 31, 2013	Years ended November 30,
	(Unaudited)	2012	2011	2010	2009	2008
Selected Per-Share Data
Net asset value, beginning of period	$ 11.96	$ 10.35	$ 9.77	$ 8.35	$ 5.85	$ 10.75
Income from Investment Operations
Net investment income (loss) E	(.03)	(.06)	(.12)	(.10)	(.05)	(.09)
Net realized and unrealized gain (loss)	1.40	1.67	.70	1.52	2.55	(4.81)
Total from investment operations	1.37	1.61	.58	1.42	2.50	(4.90)
Net asset value, end of period	$ 13.33	$ 11.96	$ 10.35	$ 9.77	$ 8.35	$ 5.85
Total Return B,C,D	11.45%	15.56%	5.94%	17.01%	42.74%	(45.58)%
Ratios to Average Net Assets F,H
Expenses before reductions	2.29% A	2.30%	2.51%	2.64%	2.79%	2.62%
Expenses net of fee waivers, if any	2.00% A	2.00%	2.00%	2.00%	2.00%	2.00%
Expenses net of all reductions	1.98% A	1.99%	1.99%	1.99%	1.99%	2.00%
Net investment income (loss)	(.44)% A	(.55)%	(1.16)%	(1.09)%	(.67)%	(.95)%
Supplemental Data
Net assets, end of period (000 omitted)	$ 8,029	$ 8,565	$ 6,422	$ 2,628	$ 2,065	$ 1,492
Portfolio turnover rate G	157% A	174%	78%	124%	147%	140%

^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 Total returns do not include the effect of the contingent deferred sales charge.

^E Calculated based on average shares outstanding during the period.

^F Fees and expenses of 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.

^G Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

^H Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Financial Highlights - Institutional Class

	Six months ended May 31, 2013	Years ended November 30,
	(Unaudited)	2012	2011	2010	2009	2008
Selected Per-Share Data
Net asset value, beginning of period	$ 13.74	$ 11.78	$ 11.01	$ 9.32	$ 6.47	$ 11.75
Income from Investment Operations
Net investment income (loss) D	.04	.06	(.02)	(.01)	.02	.01
Net realized and unrealized gain (loss)	1.61	1.90	.79	1.70	2.83	(5.29)
Total from investment operations	1.65	1.96	.77	1.69	2.85	(5.28)
Distributions from net investment income	(.07)	-	-	-	-	-
Net asset value, end of period	$ 15.32	$ 13.74	$ 11.78	$ 11.01	$ 9.32	$ 6.47
Total Return B,C	12.08%	16.64%	6.99%	18.13%	44.05%	(44.94)%
Ratios to Average Net Assets E,G
Expenses before reductions	1.31% A	1.22%	1.39%	1.49%	1.83%	1.54%
Expenses net of fee waivers, if any	1.00% A	1.00%	1.00%	1.00%	1.00%	1.00%
Expenses net of all reductions	.98% A	.99%	.99%	.99%	1.00%	1.00%
Net investment income (loss)	.56% A	.45%	(.16)%	(.09)%	.33%	.05%
Supplemental Data
Net assets, end of period (000 omitted)	$ 1,706	$ 1,787	$ 456	$ 342	$ 97	$ 99
Portfolio turnover rate F	157% A	174%	78%	124%	147%	140%

^A Annualized

^B Total returns for periods of less than one year are not annualized.

^C Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

^D Calculated based on average shares outstanding during the period.

^E Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds.

^F Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

^G 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.

Semiannual Report

Notes to Financial Statements

For the period ended May 31, 2013 (Unaudited)

1. Organization.

Fidelity Advisor® Strategic Growth Fund (the Fund) is a fund of Fidelity Advisor Series I (the Trust) and is authorized to issue an unlimited number of shares. The Trust is registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end management investment company organized as a Massachusetts business trust. The Fund offers Class A, Class T, Class C, and Institutional Class shares, each of which, along with Class B shares, has equal rights as to assets and voting privileges. Class B shares are closed to new accounts and additional purchases, except for exchanges and reinvestments. Effective after the close of business on December 14, 2012, the Fund's other share classes were closed to new accounts with certain exceptions. Each class has exclusive voting rights with respect to matters that affect that class. Class B shares will automatically convert to Class A shares after a holding period of seven years from the initial date of purchase.

2. Investments in Fidelity Central Funds.

The Fund invests in Fidelity Central Funds, which are open-end investment companies generally available only to other investment companies and accounts managed by Fidelity Management & Research Company (FMR) and its affiliates. The Fund's Schedule of Investments lists each of the Fidelity Central Funds held as of period end, if any, as an investment of the Fund, but does not include the underlying holdings of each Fidelity Central Fund. As an Investing Fund, the Fund indirectly bears its proportionate share of the expenses of the underlying Fidelity Central Funds.

The Money Market Central Funds seek preservation of capital and current income and are managed by Fidelity Investments Money Management, Inc. (FIMM), an affiliate of FMR.

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 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:

Semiannual Report

3. Significant Accounting Policies - continued

Investment Valuation. Investments are valued as of 4:00 p.m. Eastern time on the last calendar day of the period. In accordance with valuation policies and procedures approved by the Board of Trustees (the Board), the Fund attempts to obtain prices from one or more third party pricing vendors or brokers to value its investments. When current market prices, quotations or currency exchange rates are not readily available or reliable, investments will be fair valued in good faith by the FMR Fair Value Committee (the Committee), in accordance with procedures adopted by the Board. Factors used in determining fair value vary by investment type and may include market or investment specific events. The frequency with which these procedures are used cannot be predicted and they may be utilized to a significant extent. The Committee oversees the Fund's valuation policies and procedures and is responsible for approving and reporting to the Board all fair value determinations.

The Fund categorizes the inputs to valuation techniques used to value its investments into a disclosure hierarchy consisting of three levels as shown below:

Level 1 - quoted prices in active markets for identical investments

Level 2 - other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, etc.)

Level 3 - unobservable inputs (including the Fund's own assumptions based on the best information available)

Valuation techniques used to value the Fund's investments by major category are as follows:

Equity securities, including restricted securities, for which market quotations are readily available, are valued at the last reported sale price or official closing price as reported by a third party pricing vendor on the primary market or exchange on which they are traded and are categorized as Level 1 in the hierarchy. In the event there were no sales during the day or closing prices are not available, securities are valued at the last quoted bid price or may be valued using the last available price and are generally categorized as Level 2 in the hierarchy. For foreign equity securities, when market or security specific events arise, comparisons to the valuation of American Depositary Receipts (ADRs), futures contracts, Exchange-Traded Funds (ETFs) and certain indexes as well as quoted prices for similar securities may be used and would be categorized as Level 2 in the hierarchy. Utilizing these techniques may result in transfers between Level 1 and Level 2.

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 May 31, 2013, is included at the end of the Fund's Schedule of Investments.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

3. Significant Accounting Policies - continued

Foreign Currency. The Fund may use foreign currency contracts to facilitate transactions in foreign-denominated securities. Gains and losses from these transactions may arise from changes in the value of the foreign currency or if the counterparties do not perform under the contracts' terms.

Foreign-denominated assets, including investment securities, and liabilities are translated into U.S. dollars at the exchange rates at period end. Purchases and sales of investment securities, income and dividends received and expenses denominated in foreign currencies are translated into U.S. dollars at the exchange rate in effect on the transaction date.

The effects of exchange rate fluctuations on investments are included with the net realized and unrealized gain (loss) on investment securities. Other foreign currency transactions resulting in realized and unrealized gain (loss) are disclosed separately.

Investment Transactions and Income. For financial reporting purposes, the Fund's investment holdings and NAV include trades executed through the end of the last business day of the period. The NAV per share for processing shareholder transactions is calculated as of the close of business of the New York Stock Exchange (NYSE), normally 4:00 p.m. Eastern time and includes trades executed through the end of the prior business day. Gains and losses on securities sold are determined on the basis of identified cost and may include proceeds received from litigation. Dividend income is recorded on the ex-dividend date, except for certain dividends from foreign securities where the ex-dividend date may have passed, which are recorded as soon as the Fund is informed of the ex-dividend date. Non-cash dividends included in dividend income, if any, are recorded at the fair market value of the securities received. Distributions received on securities that represent a return of capital or capital gain are recorded as a reduction of cost of investments and/or as a realized gain. Subsequent to ex-dividend date the Fund determines the components of these distributions, based upon receipt of tax filings or other correspondence relating to the underlying investment. Interest income and distributions from the Fidelity Central Funds are accrued as earned. Investment income is recorded net of foreign taxes withheld where recovery of such taxes is uncertain.

Class Allocations and Expenses. Investment income, realized and unrealized capital gains and losses, common expenses of the Fund, and certain fund-level expense reductions, if any, are allocated on a pro-rata basis to each class based on the relative net assets of each class to the total net assets of the Fund. Each class differs with respect to transfer agent and distribution and service plan fees incurred. Certain expense reductions may also differ by class. Expenses directly attributable to a fund are charged to that fund. Expenses attributable to more than one fund are allocated among the respective funds on the basis of relative net assets or other appropriate methods. Expense estimates are accrued in the period to which they relate and adjustments are made when actual amounts are known.

Semiannual Report

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders. Each year, the Fund intends to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code, including distributing substantially all of its taxable income and realized gains. As a result, no provision for income taxes is required. The Fund files a U.S. federal tax return, in addition to state and local tax returns as required. A fund's federal income tax returns are subject to examination by the Internal Revenue Service (IRS) for a period of three fiscal years after they are filed. State and local tax returns may be subject to examination for an additional fiscal year depending on the jurisdiction. Foreign taxes are provided for based on the Fund's understanding of the tax rules and rates that exist in the foreign markets in which it invests.

Distributions are declared and recorded on the ex-dividend date. Income dividends and capital gain distributions are declared separately for each class. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from GAAP.

Capital accounts within the financial statements are adjusted for permanent book-tax differences. These adjustments have no impact on net assets or the results of operations. Temporary book-tax differences will reverse in a subsequent period.

Book-tax differences are primarily due to foreign currency transactions, partnerships, passive foreign investment companies (PFIC), capital loss carryforwards and losses deferred due to wash sales and excise tax regulations.

The federal tax cost of investment securities and unrealized appreciation (depreciation) as of period end were as follows:

Gross unrealized appreciation	$ 7,269,312
Gross unrealized depreciation	(517,801)
Net unrealized appreciation (depreciation) on securities and other investments	$ 6,751,511
Tax cost	$ 41,382,399

Capital loss carryforwards are only available to offset future capital gains of the Fund to the extent provided by regulations and may be limited. Under the Regulated Investment Company Modernization Act of 2010 (the Act), the Fund is permitted to carry forward capital losses incurred in taxable years beginning after December 22, 2010 for an unlimited period and such capital losses are required to be used prior to any losses that expire. The capital loss carryforward information presented below, including any applicable limitation, is estimated as of fiscal period end and is subject to adjustment.

Fiscal year of expiration
2017	$ (473,695)

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

4. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $36,546,739 and $38,973,418, respectively.

5. Fees and Other Transactions with Affiliates.

Management Fee. FMR and its affiliates provide the Fund with investment management related services for which the Fund pays a monthly management fee. The management fee is the sum of an individual fund fee rate that is based on an annual rate of .30% of the Fund's average net assets and an annualized group fee rate that averaged .26% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by FMR. The group fee rate decreases as assets under management increase and increases as assets under management decrease. In addition, the management fee is subject to a performance adjustment (up to a maximum of ± .20% of the Fund's average net assets over a 36 month performance period). The upward or downward adjustment to the management fee is based on the relative investment performance of the Institutional Class of the Fund as compared to an appropriate benchmark index. For the period, the total annualized management fee rate, including the performance adjustment, was .58% of the Fund's average net assets.

Distribution and Service Plan Fees. In accordance with Rule 12b-1 of the 1940 Act, the Fund has adopted separate Distribution and Service Plans for each class of shares. Certain classes pay Fidelity Distributors Corporation (FDC), an affiliate of FMR, separate Distribution and Service Fees, each of which is based on an annual percentage of each class' average net assets. In addition, FDC may pay financial intermediaries for selling shares of the Fund and providing shareholder support services. For the period, the Distribution and Service Fee rates, total fees and amounts retained by FDC were as follows:

	Distribution Fee	Service Fee	Total Fees	Retained by FDC
Class A	-%	.25%	$ 30,276	$ 531
Class T	.25%	.25%	29,058	140
Class B	.75%	.25%	6,812	5,116
Class C	.75%	.25%	43,173	6,196
			$ 109,319	$ 11,983

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.

Semiannual Report

5. Fees and Other Transactions with Affiliates - continued

Sales Load - continued

For the period, sales charge amounts retained by FDC were as follows:

	Retained by FDC
Class A	$ 2,184
Class T	1,635
Class B*	485
Class C*	982
	$ 5,286

* When Class B and Class C shares are initially sold, FDC pays commissions from its own resources to financial intermediaries through which the sales are made.

Transfer Agent Fees. Fidelity Investments Institutional Operations Company, Inc., (FIIOC), an affiliate of FMR, is the transfer, dividend disbursing and shareholder servicing agent for each class of the Fund. FIIOC receives account fees and asset-based fees that vary according to the account size and type of account of the shareholders of the respective classes of the Fund. FIIOC pays for typesetting, printing and mailing of shareholder reports, except proxy statements. For the period, transfer agent fees for each class were as follows:

	Amount	% of Average Net Assets*
Class A	$ 35,959	.30
Class T	18,674	.32
Class B	2,053	.30
Class C	9,801	.23
Institutional Class	2,135	.25
	$ 68,622

* Annualized

Accounting and Security Lending Fees. Fidelity Service Company, Inc. (FSC), an affiliate of FMR, maintains the Fund's accounting records. The accounting fee is based on the level of average net assets for each month. Under a separate contract, FSC administers the security lending program. The security lending fee is based on the number and duration of lending transactions.

Brokerage Commissions. The Fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of the investment adviser. Brokerage commissions are included in net realized gain (loss) and change in net unrealized appreciation (depreciation) in the Statement of Operations. The commissions paid to these affiliated firms were $1,394 for the period.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

6. Committed Line of Credit.

The Fund participates with other funds managed by FMR or an affiliate in a $4.25 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro-rata portion of the line of credit, which amounted to $61 and is reflected in Miscellaneous expenses on the Statement of Operations. During the period, there were no borrowings on this line of credit.

7. Security Lending.

The Fund lends portfolio securities through a lending agent from time to time in order to earn additional income. For equity securities, a lending agent is used and may loan securities to certain qualified borrowers, including Fidelity Capital Markets (FCM), a broker-dealer affiliated with the Fund. On the settlement date of the loan, the Fund receives collateral (in the form of U.S. Treasury obligations, letters of credit and/or cash) against the loaned securities and maintains collateral in an amount not less than 100% of the market value of the loaned securities during the period of the loan. The market value of the loaned securities is determined at the close of business of the Fund and any additional required collateral is delivered to the Fund on the next business day. If the borrower defaults on its obligation to return the securities loaned because of insolvency or other reasons, the Fund may apply collateral received from the borrower against the obligation. The Fund may experience delays and costs in recovering the securities loaned. Any cash collateral received is invested in the Fidelity Securities Lending Cash Central Fund. At period end, there were no security loans outstanding. 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 $912. During the period, there were no securities loaned to FCM.

8. Expense Reductions.

FMR contractually agreed to reimburse each class to the extent annual operating expenses exceeded certain levels of average net assets as noted in the table below. Some expenses, for example interest expense, including commitment fees, are excluded from this reimbursement.

Semiannual Report

8. Expense Reductions - continued

The following classes were in reimbursement during the period:

	Expense Limitations	Reimbursement
Class A	1.25%	$ 43,264
Class T	1.50%	22,193
Class B	2.00%	2,497
Class C	2.00%	12,637
Institutional Class	1.00%	2,674
		$ 83,265

Many of the brokers with whom FMR places trades on behalf of the Fund provided services to the Fund in addition to trade execution. These services included payments of certain expenses on behalf of the Fund totaling $4,664 for the period. In addition, through arrangements with the Fund's custodian, credits realized as a result of uninvested cash balances were used to reduce the Fund's expenses. During the period, these credits reduced the Fund's custody expenses by $6.

9. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

	Six months ended May 31, 2013	Year ended November 30, 2012
From net investment income
Class A	$ 72,893	$ -
Class T	5,419	-
Institutional Class	9,400	-
Total	$ 87,712	$ -

10. Share Transactions.

Transactions for each class of shares were as follows:

	Shares		Dollars
	Six months ended May 31, 2013	Year ended November 30, 2012	Six months ended May 31, 2013	Year ended November 30, 2012
Class A
Shares sold	160,386	1,164,609	$ 2,239,779	$ 14,826,119
Reinvestment of distributions	5,252	-	69,069	-
Shares redeemed	(189,226)	(394,891)	(2,646,595)	(4,983,157)
Net increase (decrease)	(23,588)	769,718	$ (337,747)	$ 9,842,962

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

10. Share Transactions - continued

	Shares		Dollars
	Six months ended May 31, 2013	Year ended November 30, 2012	Six months ended May 31, 2013	Year ended November 30, 2012
Class T
Shares sold	59,283	251,774	$ 796,076	$ 2,982,650
Reinvestment of distributions	418	-	5,313	-
Shares redeemed	(152,035)	(151,423)	(2,038,898)	(1,839,691)
Net increase (decrease)	(92,334)	100,351	$ (1,237,509)	$ 1,142,959
Class B
Shares sold	1,863	5,207	$ 22,784	$ 58,908
Shares redeemed	(21,973)	(46,873)	(276,765)	(536,274)
Net increase (decrease)	(20,110)	(41,666)	$ (253,981)	$ (477,366)
Class C
Shares sold	47,091	390,637	$ 590,390	$ 4,316,746
Shares redeemed	(161,063)	(294,484)	(2,084,575)	(3,287,049)
Net increase (decrease)	(113,972)	96,153	$ (1,494,185)	$ 1,029,697
Institutional Class
Shares sold	20,282	131,744	$ 291,175	$ 1,692,793
Reinvestment of distributions	483	-	6,529	-
Shares redeemed	(39,378)	(40,422)	(565,586)	(511,148)
Net increase (decrease)	(18,613)	91,322	$ (267,882)	$ 1,181,645

11. Reorganization.

The Board of Trustees of the Fund approved an Agreement and Plan of Reorganization (the Agreement) between the Fund and Fidelity Stock Selector All Cap Fund. The Agreement provides for the transfer of all the assets and the assumption of all the liabilities of the Fund in exchange for corresponding shares of Fidelity Stock Selector All Cap Fund equal in value to the net assets of the Fund on the day the reorganization is effective.

The Fund's shareholders approved the reorganization that became effective on June 21, 2013. The reorganization qualified as a tax-free transaction with no gain or loss recognized by the Funds or their shareholders.

Semiannual Report

12. Other.

The Fund's organizational documents provide former and current trustees and officers with a limited indemnification against liabilities arising in connection with the performance of their duties to the Fund. In the normal course of business, the Fund may also enter into contracts that provide general indemnifications. The Fund's maximum exposure under these arrangements is unknown as this would be dependent on future claims that may be made against the Fund. The risk of material loss from such claims is considered remote.

Semiannual Report

Proxy Voting Results

A special meeting of the fund's shareholders was held on May 14, 2013. The results of votes taken among shareholders on the proposal before them are reported below. Each vote reported represents one dollar of net asset value held on the record date for the meeting.

PROPOSAL 2
To approve an Agreement and Plan of Reorganization providing for the transfer of all of the assets of Fidelity Advisor Strategic Growth Fund to Fidelity Stock Selector All Cap Fund in exchange solely for shares of beneficial interest of Fidelity Stock Selector All Cap Fund and the assumption by Fidelity Stock Selector All Cap Fund of Fidelity Advisor Strategic Growth Fund's liabilities, in complete liquidation of Fidelity Advisor Strategic Growth Fund.
	# of Votes	% of Votes
Affirmative	19,661,771.15	73.412
Against	488,941.02	1.826
Abstain	1,807,671.07	6.749
Broker Non-Votes	4,824,335.67	18.013
TOTAL	26,782,718.91	100.000

Semiannual 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

JPMorgan Chase Bank

New York, NY

(Fidelity Investment logo)(registered trademark)

ATQG-USAN-0713
1.786803.110

(Fidelity Investment logo)(registered trademark)
Fidelity Advisor®

Value Strategies

Fund - Institutional Class

Semiannual Report

May 31, 2013

(Fidelity Cover Art)

Contents

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.

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.

All other marks appearing herein are registered or unregistered trademarks or service marks of FMR LLC or an affiliated company. © 2013 FMR LLC. All rights reserved.

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.

Semiannual Report

Shareholder Expense Example

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including sales charges (loads) on purchase payments or redemption proceeds, and (2) ongoing costs, including management fees, distribution and/or service (12b-1) fees and other Fund expenses. This Example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (December 1, 2012 to May 31, 2013).

Actual Expenses

The first line of the accompanying table for each class of the Fund provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000.00 (for example, an $8,600 account value divided by $1,000.00 = 8.6), then multiply the result by the number in the first line for a class of the Fund under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period. A small balance maintenance fee of $12.00 that is charged once a year may apply for certain accounts with a value of less than $2,000. This fee is not included in the table below. If it was, the estimate of expenses you paid during the period would be higher, and your ending account value lower, by this amount. In addition, the Fund, as a shareholder in the underlying Fidelity Central Funds, will indirectly bear its pro-rata share of the fees and expenses incurred by the underlying Fidelity Central Funds. These fees and expenses are not included in the Fund's annualized expense ratio used to calculate the expense estimate in the table below.

Hypothetical Example for Comparison Purposes

The second line of the accompanying table for each class of the Fund provides information about hypothetical account values and hypothetical expenses based on a Class' actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Class' actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds. A small balance maintenance fee of $12.00 that is charged once a year may apply for certain accounts with a value of less than $2,000. This fee is not included in the table below. If it was, the estimate of expenses you paid during the period would be higher, and your ending account value lower, by this amount. In addition, the Fund, as a shareholder in the underlying Fidelity Central Funds, will indirectly bear its pro-rata share of the fees and expenses incurred by the underlying Fidelity Central Funds. These fees and expenses are not included in the Fund's annualized expense ratio used to calculate the expense estimate in the table below.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transaction costs. Therefore, the second line of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

Semiannual Report

Shareholder Expense Example - continued

	Annualized Expense Ratio B	Beginning Account Value December 1, 2012	Ending Account Value May 31, 2013	Expenses Paid During Period* December 1, 2012 to May 31, 2013
Class A	1.04%
Actual		$ 1,000.00	$ 1,174.80	$ 5.64
HypotheticalA		$ 1,000.00	$ 1,019.75	$ 5.24
Class T	1.23%
Actual		$ 1,000.00	$ 1,173.50	$ 6.67
HypotheticalA		$ 1,000.00	$ 1,018.80	$ 6.19
Class B	1.83%
Actual		$ 1,000.00	$ 1,169.70	$ 9.90
HypotheticalA		$ 1,000.00	$ 1,015.81	$ 9.20
Class C	1.79%
Actual		$ 1,000.00	$ 1,170.00	$ 9.68
HypotheticalA		$ 1,000.00	$ 1,016.01	$ 9.00
Fidelity Value Strategies Fund	.73%
Actual		$ 1,000.00	$ 1,176.60	$ 3.96
HypotheticalA		$ 1,000.00	$ 1,021.29	$ 3.68
Fidelity Value Strategies Fund Class K	.58%
Actual		$ 1,000.00	$ 1,177.40	$ 3.15
HypotheticalA		$ 1,000.00	$ 1,022.04	$ 2.92
Institutional Class	.75%
Actual		$ 1,000.00	$ 1,176.50	$ 4.07
HypotheticalA		$ 1,000.00	$ 1,021.19	$ 3.78

^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 182/365 (to reflect the one-half year period).

Semiannual Report

Investment Changes (Unaudited)

Top Ten Stocks as of May 31, 2013
	% of fund's net assets	% of fund's net assets 6 months ago
LyondellBasell Industries NV Class A	6.5	6.7
Sanofi SA sponsored ADR	4.0	2.9
Cott Corp.	3.8	5.5
General Motors Co.	3.4	0.5
Symantec Corp.	3.3	0.0
Bank of America Corp.	3.1	0.0
Delphi Automotive PLC	2.6	1.5
Apple, Inc.	2.5	0.0
The Bon-Ton Stores, Inc.	2.5	1.1
AFLAC, Inc.	2.1	2.8
	33.8
Top Five Market Sectors as of May 31, 2013
	% of fund's net assets	% of fund's net assets 6 months ago
Consumer Discretionary	23.3	21.8
Health Care	13.3	12.4
Information Technology	12.5	7.7
Materials	10.5	12.0
Financials	10.2	9.4

Asset Allocation (% of fund's net assets)
As of May 31, 2013*			As of November 30, 2012**
	Stocks 93.3%			Stocks 89.9%
	Bonds 0.0%			Bonds 0.1%
	Convertible Securities 0.0%			Convertible Securities 0.0%†
	Short-Term Investments and Net Other Assets (Liabilities) 6.7%			Short-Term Investments and Net Other Assets (Liabilities) 10.0%
* Foreign investments		19.5%	** Foreign investments		20.9%

^† Amount represents less than 0.1%

Semiannual Report

Investments May 31, 2013 (Unaudited)

Showing Percentage of Net Assets

Common Stocks - 93.3%
	Shares		Value (000s)
CONSUMER DISCRETIONARY - 23.3%
Auto Components - 3.5%
Delphi Automotive PLC	794,777		$ 38,793
Tenneco, Inc. (a)	171,824		7,622
TRW Automotive Holdings Corp. (a)	91,400		5,790
			52,205
Automobiles - 3.9%
Bayerische Motoren Werke AG (BMW)	36,387		3,485
General Motors Co. (a)	1,496,836		50,728
Volkswagen AG	18,856		4,045
			58,258
Diversified Consumer Services - 0.9%
Service Corp. International	744,250		13,382
Hotels, Restaurants & Leisure - 2.2%
Ameristar Casinos, Inc.	192,820		5,052
Cedar Fair LP (depositary unit)	231,920		9,488
DineEquity, Inc.	86,934		6,293
Wyndham Worldwide Corp.	203,867		11,849
			32,682
Household Durables - 3.2%
Lennar Corp. Class A	212,200		8,344
PulteGroup, Inc. (a)	759,504		16,398
Ryland Group, Inc. (d)	151,400		6,855
Standard Pacific Corp. (a)(d)	1,903,450		16,846
			48,443
Leisure Equipment & Products - 0.8%
Hasbro, Inc. (d)	272,197		12,107
Media - 1.6%
Omnicom Group, Inc.	125,512		7,798
Regal Entertainment Group Class A (d)	379,300		6,714
Valassis Communications, Inc.	349,089		9,073
			23,585
Multiline Retail - 4.3%
Target Corp.	381,409		26,508
The Bon-Ton Stores, Inc. (d)(e)	1,735,217		36,943
			63,451
Specialty Retail - 2.9%
Asbury Automotive Group, Inc. (a)	350,441		14,438
Common Stocks - continued
	Shares		Value (000s)
CONSUMER DISCRETIONARY - continued
Specialty Retail - continued
CST Brands, Inc. (a)(d)	37,100		$ 1,127
GameStop Corp. Class A (d)	829,313		27,500
			43,065
TOTAL CONSUMER DISCRETIONARY			347,178
CONSUMER STAPLES - 6.3%
Beverages - 3.8%
Cott Corp. (d)(e)	6,920,243		56,670
Food & Staples Retailing - 0.9%
CVS Caremark Corp.	241,700		13,917
Food Products - 1.6%
Bunge Ltd.	54,100		3,765
Calavo Growers, Inc.	232,028		6,894
ConAgra Foods, Inc.	142,700		4,808
SunOpta, Inc. (a)	1,029,085		8,070
			23,537
TOTAL CONSUMER STAPLES			94,124
ENERGY - 5.2%
Energy Equipment & Services - 0.5%
Halliburton Co.	187,200		7,834
Oil, Gas & Consumable Fuels - 4.7%
Alpha Natural Resources, Inc. (a)	1,350,359		9,020
Denbury Resources, Inc. (a)	1,547,080		28,389
HollyFrontier Corp.	159,900		7,915
Marathon Oil Corp.	159,000		5,468
The Williams Companies, Inc.	154,500		5,435
Valero Energy Corp.	333,900		13,566
			69,793
TOTAL ENERGY			77,627
FINANCIALS - 10.2%
Commercial Banks - 3.6%
Regions Financial Corp.	812,863		7,421
U.S. Bancorp	879,484		30,835
Wells Fargo & Co.	384,870		15,606
			53,862
Common Stocks - continued
	Shares		Value (000s)
FINANCIALS - continued
Diversified Financial Services - 3.1%
Bank of America Corp.	3,422,113		$ 46,746
Insurance - 3.2%
AFLAC, Inc.	560,886		31,236
American International Group, Inc. (a)	205,698		9,145
Unum Group	245,860		7,002
			47,383
Real Estate Investment Trusts - 0.3%
Host Hotels & Resorts, Inc.	210,800		3,750
TOTAL FINANCIALS			151,741
HEALTH CARE - 13.3%
Health Care Equipment & Supplies - 4.0%
Alere, Inc. (a)	308,600		7,894
Boston Scientific Corp. (a)	1,820,900		16,825
C.R. Bard, Inc.	76,900		7,928
Covidien PLC	114,575		7,287
St. Jude Medical, Inc.	472,400		20,422
			60,356
Health Care Providers & Services - 2.0%
DaVita, Inc. (a)	80,798		10,025
Universal Health Services, Inc. Class B	284,414		19,664
			29,689
Life Sciences Tools & Services - 1.0%
Agilent Technologies, Inc.	184,300		8,376
PerkinElmer, Inc.	211,600		6,627
			15,003
Pharmaceuticals - 6.3%
Johnson & Johnson	191,600		16,129
Merck & Co., Inc.	398,700		18,619
Sanofi SA sponsored ADR	1,109,944		58,927
			93,675
TOTAL HEALTH CARE			198,723
INDUSTRIALS - 6.3%
Aerospace & Defense - 2.9%
Alliant Techsystems, Inc.	177,500		13,937
Esterline Technologies Corp. (a)	101,822		7,473
Common Stocks - continued
	Shares		Value (000s)
INDUSTRIALS - continued
Aerospace & Defense - continued
Honeywell International, Inc.	142,300		$ 11,165
Textron, Inc.	223,717		6,031
United Technologies Corp.	49,700		4,717
			43,323
Building Products - 0.5%
Armstrong World Industries, Inc. (a)	77,022		4,003
Owens Corning (a)	73,911		3,230
			7,233
Electrical Equipment - 0.3%
Regal-Beloit Corp.	63,554		4,291
Industrial Conglomerates - 0.5%
Carlisle Companies, Inc.	100,460		6,571
Machinery - 2.1%
Blount International, Inc. (a)	292,004		3,919
Deere & Co.	112,300		9,782
Ingersoll-Rand PLC	212,400		12,219
Stanley Black & Decker, Inc.	74,137		5,873
			31,793
TOTAL INDUSTRIALS			93,211
INFORMATION TECHNOLOGY - 12.5%
Communications Equipment - 0.3%
Cisco Systems, Inc.	215,300		5,184
Computers & Peripherals - 2.5%
Apple, Inc.	82,580		37,135
IT Services - 0.8%
Fidelity National Information Services, Inc.	268,430		12,053
Semiconductors & Semiconductor Equipment - 4.4%
Fairchild Semiconductor International, Inc. (a)	320,000		4,643
Intersil Corp. Class A	345,143		2,830
KLA-Tencor Corp.	174,580		9,827
MagnaChip Semiconductor Corp. (a)	998,200		18,467
Micron Technology, Inc. (a)	929,483		10,856
ON Semiconductor Corp. (a)	1,214,770		10,398
Spansion, Inc. Class A (a)	641,043		8,782
			65,803
Software - 4.5%
Microsoft Corp.	438,024		15,278
Common Stocks - continued
	Shares		Value (000s)
INFORMATION TECHNOLOGY - continued
Software - continued
Nuance Communications, Inc. (a)	152,500		$ 2,898
Symantec Corp.	2,158,771		48,335
			66,511
TOTAL INFORMATION TECHNOLOGY			186,686
MATERIALS - 10.5%
Chemicals - 10.2%
Ashland, Inc.	86,800		7,718
Axiall Corp.	88,226		3,807
Innophos Holdings, Inc.	153,933		7,786
LyondellBasell Industries NV Class A	1,457,392		97,136
PPG Industries, Inc.	153,705		23,611
W.R. Grace & Co. (a)	136,728		11,555
			151,613
Metals & Mining - 0.3%
Carpenter Technology Corp.	86,796		4,180
Haynes International, Inc.	18,860		923
			5,103
TOTAL MATERIALS			156,716
TELECOMMUNICATION SERVICES - 0.8%
Diversified Telecommunication Services - 0.8%
Level 3 Communications, Inc. (a)	569,139		12,197
UTILITIES - 4.9%
Electric Utilities - 1.0%
FirstEnergy Corp.	241,669		9,428
NextEra Energy, Inc.	71,100		5,377
			14,805
Independent Power Producers & Energy Traders - 2.5%
Calpine Corp. (a)	839,263		17,045
The AES Corp.	1,721,200		20,999
			38,044
Common Stocks - continued
	Shares		Value (000s)
UTILITIES - continued
Multi-Utilities - 1.4%
Alliant Energy Corp.	114,800		$ 5,655
Sempra Energy	183,139		14,889
			20,544
TOTAL UTILITIES			73,393
TOTAL COMMON STOCKS (Cost $1,033,228)		1,391,596
Money Market Funds - 12.0%
Fidelity Cash Central Fund, 0.12% (b)	97,795,927		97,796
Fidelity Securities Lending Cash Central Fund, 0.12% (b)(c)	81,521,386		81,521
TOTAL MONEY MARKET FUNDS (Cost $179,317)		179,317
TOTAL INVESTMENT PORTFOLIO - 105.3% (Cost $1,212,545)			1,570,913
NET OTHER ASSETS (LIABILITIES) - (5.3)%			(78,962)
NET ASSETS - 100%		$ 1,491,951

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 are available on the SEC's website or upon request.

(c) Investment made with cash collateral received from securities on loan.

(d) Security or a portion of the security is on loan at period end.

(e) Affiliated company

Affiliated Central Funds

Information regarding fiscal year to date income earned by the Fund from investments in Fidelity Central Funds is as follows:

Fund	Income earned (Amounts in thousands)
Fidelity Cash Central Fund	$ 117
Fidelity Securities Lending Cash Central Fund	459
Total	$ 576

Other Affiliated Issuers

An affiliated company is a company in which the Fund has ownership of at least 5% of the voting securities. Fiscal year to date transactions with companies which are or were affiliates are as follows:

Affiliate (Amounts in thousands)	Value, beginning of period	Purchases	Sales Proceeds	Dividend Income	Value, end of period
Cott Corp.	$ 59,355	$ -	$ -	$ 688	$ 56,670
The Bon-Ton Stores, Inc.	11,279	14,142	-	104	36,943
Total	$ 70,634	$ 14,142	$ -	$ 792	$ 93,613

Other Information

All investments are categorized as level 1 under the Fair Value Hierarchy. The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs, please refer to the Investment Valuation section in the accompanying Notes to Financial Statements.

Distribution of investments by country or territory of incorporation, as a percentage of total net assets, is as follows. (Unaudited)

United States of America	80.5%
Netherlands	6.5%
Canada	4.3%
France	4.0%
Bailiwick of Jersey	2.6%
Ireland	1.3%
Others (Individually Less Than 1%)	0.8%
	100.0%

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Financial Statements

Statement of Assets and Liabilities

Amounts in thousands (except per-share amounts)	May 31, 2013 (Unaudited)
Assets
Investment in securities, at value (including securities loaned of $78,228) - See accompanying schedule: Unaffiliated issuers (cost $958,340)	$ 1,297,983
Fidelity Central Funds (cost $179,317)	179,317
Other affiliated issuers (cost $74,888)	93,613
Total Investments (cost $1,212,545)		$ 1,570,913
Receivable for fund shares sold		1,209
Dividends receivable		4,442
Interest receivable		39
Distributions receivable from Fidelity Central Funds		116
Receivable from investment adviser for expense reductions		2
Other receivables		11
Total assets		1,576,732
Liabilities
Payable for fund shares redeemed	2,158
Accrued management fee	558
Distribution and service plan fees payable	233
Other affiliated payables	280
Other payables and accrued expenses	31
Collateral on securities loaned, at value	81,521
Total liabilities		84,781
Net Assets		$ 1,491,951
Net Assets consist of:
Paid in capital		$ 1,450,980
Undistributed net investment income		5,882
Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions		(323,274)
Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies		358,363
Net Assets		$ 1,491,951

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Financial Statements - continued

Statement of Assets and Liabilities - continued

Amounts in thousands (except per-share amounts)	May 31, 2013 (Unaudited)
Calculation of Maximum Offering Price Class A: Net Asset Value and redemption price per share ($227,947 ÷ 7,044.0 shares)		$ 32.36
Maximum offering price per share (100/94.25 of $32.36)		$ 34.33
Class T: Net Asset Value and redemption price per share ($315,740 ÷ 9,418.4 shares)		$ 33.52
Maximum offering price per share (100/96.50 of $33.52)		$ 34.74
Class B: Net Asset Value and offering price per share ($11,850 ÷ 399.8 shares)A		$ 29.64
Class C: Net Asset Value and offering price per share ($51,613 ÷ 1,760.1 shares)A		$ 29.32
Fidelity Value Strategies Fund: Net Asset Value, offering price and redemption price per share ($654,747 ÷ 18,119.0 shares)		$ 36.14
Fidelity Value Strategies Fund Class K: Net Asset Value, offering price and redemption price per share ($163,249 ÷ 4,521.0 shares)		$ 36.11
Institutional Class: Net Asset Value, offering price and redemption price per share ($66,805 ÷ 1,935.8 shares)		$ 34.51

^A Redemption price per share is equal to net asset value less any applicable contingent deferred sales charge.

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Statement of Operations

Amounts in thousands	Six months ended May 31, 2013 (Unaudited)
Investment Income
Dividends (including $792 earned from other affiliated issuers)		$ 12,820
Interest		42
Income from Fidelity Central Funds		576
Total income		13,438
Expenses
Management fee Basic fee	$ 3,729
Performance adjustment	(572)
Transfer agent fees	1,380
Distribution and service plan fees	1,330
Accounting and security lending fees	221
Custodian fees and expenses	8
Independent trustees' compensation	4
Registration fees	122
Audit	37
Legal	2
Miscellaneous	5
Total expenses before reductions	6,266
Expense reductions	(154)	6,112
Net investment income (loss)		7,326
Realized and Unrealized Gain (Loss) Net realized gain (loss) on:
Investment securities:
Unaffiliated issuers	3,136
Foreign currency transactions	(4)
Total net realized gain (loss)		3,132
Change in net unrealized appreciation (depreciation) on: Investment securities	199,997
Assets and liabilities in foreign currencies	(1)
Total change in net unrealized appreciation (depreciation)		199,996
Net gain (loss)		203,128
Net increase (decrease) in net assets resulting from operations		$ 210,454

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Financial Statements - continued

Statement of Changes in Net Assets

Amounts in thousands	Six months ended May 31, 2013 (Unaudited)	Year ended November 30, 2012
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$ 7,326	$ 539
Net realized gain (loss)	3,132	42,952
Change in net unrealized appreciation (depreciation)	199,996	147,048
Net increase (decrease) in net assets resulting from operations	210,454	190,539
Distributions to shareholders from net investment income	(3,993)	(4,679)
Share transactions - net increase (decrease)	212,762	(16,561)
Total increase (decrease) in net assets	419,223	169,299
Net Assets
Beginning of period	1,072,728	903,429
End of period (including undistributed net investment income of $5,882 and undistributed net investment income of $2,549, respectively)	$ 1,491,951	$ 1,072,728

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Financial Highlights - Class A

	Six months ended May 31, 2013	Years ended November 30,
	(Unaudited)	2012	2011	2010	2009	2008
Selected Per-Share Data
Net asset value, beginning of period	$ 27.62	$ 22.71	$ 23.11	$ 18.77	$ 11.87	$ 30.67
Income from Investment Operations
Net investment income (loss) E	.15	- H	.13 I	.03 J	.06	.10
Net realized and unrealized gain (loss)	4.67	5.03	(.49)	4.32	6.96	(14.37)
Total from investment operations	4.82	5.03	(.36)	4.35	7.02	(14.27)
Distributions from net investment income	(.08)	(.12)	(.03) K	-	(.12)	-
Distributions from net realized gain	-	-	(.01) K	(.01)	-	(4.53)
Total distributions	(.08)	(.12)	(.04)	(.01)	(.12)	(4.53)
Net asset value, end of period	$ 32.36	$ 27.62	$ 22.71	$ 23.11	$ 18.77	$ 11.87
Total Return B, C, D	17.48%	22.29%	(1.57)%	23.16%	59.70%	(54.45)%
Ratios to Average Net Assets F, L
Expenses before reductions	1.04% A	1.21%	1.18%	1.08%	1.03%	1.14%
Expenses net of fee waivers, if any	1.04% A	1.21%	1.18%	1.08%	1.03%	1.14%
Expenses net of all reductions	1.02% A	1.21%	1.17%	1.07%	1.02%	1.14%
Net investment income (loss)	.97% A	-% H	.51% I	.12% J	.39%	.45%
Supplemental Data
Net assets, end of period (in millions)	$ 228	$ 203	$ 190	$ 221	$ 206	$ 139
Portfolio turnover rate G	16% A	23%	34%	99%	161%	142%
AAnnualized BTotal returns for periods of less than one year are not annualized. CTotal returns would have been lower if certain expenses had not been reduced during the applicable periods shown. DTotal returns do not include the effect of the sales charges. ECalculated based on average shares outstanding during the period. FFees 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. GAmount does not include the portfolio activity of any underlying Fidelity Central Funds. HInvestment income per share reflects a large, non-recurring dividend which amounted to $.07 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been (.28)%. IInvestment income per share reflects a large, non-recurring dividend which amounted to $.16 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been (.11)%. JInvestment income per share reflects a large, non-recurring dividend which amounted to $.04 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been (.05)%. KThe amounts shown reflect certain reclassifications related to book to tax differences that were made in the year shown. LExpense 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.

Semiannual Report

Financial Highlights - Class T

	Six months ended May 31, 2013	Years ended November 30,
	(Unaudited)	2012	2011	2010	2009	2008
Selected Per-Share Data
Net asset value, beginning of period	$ 28.58	$ 23.48	$ 23.90	$ 19.44	$ 12.25	$ 31.48
Income from Investment Operations
Net investment income (loss) E	.12	(.05) H	.08 I	(.01) J	.03	.06
Net realized and unrealized gain (loss)	4.84	5.22	(.50)	4.48	7.21	(14.84)
Total from investment operations	4.96	5.17	(.42)	4.47	7.24	(14.78)
Distributions from net investment income	(.02)	(.07)	-	-	(.05)	-
Distributions from net realized gain	-	-	-	(.01)	-	(4.45)
Total distributions	(.02)	(.07)	-	(.01)	(.05)	(4.45)
Net asset value, end of period	$ 33.52	$ 28.58	$ 23.48	$ 23.90	$ 19.44	$ 12.25
Total Return B, C, D	17.35%	22.08%	(1.76)%	22.98%	59.40%	(54.56)%
Ratios to Average Net Assets F, K
Expenses before reductions	1.23% A	1.38%	1.35%	1.26%	1.24%	1.33%
Expenses net of fee waivers, if any	1.23% A	1.38%	1.35%	1.26%	1.24%	1.33%
Expenses net of all reductions	1.21% A	1.38%	1.35%	1.25%	1.22%	1.32%
Net investment income (loss)	.79% A	(.17)% H	.33% I	(.06)% J	.18%	.26%
Supplemental Data
Net assets, end of period (in millions)	$ 316	$ 283	$ 274	$ 344	$ 339	$ 253
Portfolio turnover rate G	16% A	23%	34%	99%	161%	142%
AAnnualized BTotal returns for periods of less than one year are not annualized. CTotal returns would have been lower if certain expenses had not been reduced during the applicable periods shown. DTotal returns do not include the effect of the sales charges. ECalculated based on average shares outstanding during the period. FFees 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. GAmount does not include the portfolio activity of any underlying Fidelity Central Funds. HInvestment income per share reflects a large, non-recurring dividend which amounted to $.07 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been (.45)%. IInvestment income per share reflects a large, non-recurring dividend which amounted to $.16 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been (.29)%. JInvestment income per share reflects a large, non-recurring dividend which amounted to $.04 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been (.23)%. KExpense 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.

Semiannual Report

Financial Highlights - Class B

	Six months ended May 31, 2013	Years ended November 30,
	(Unaudited)	2012	2011	2010	2009	2008
Selected Per-Share Data
Net asset value, beginning of period	$ 25.34	$ 20.87	$ 21.37	$ 17.48	$ 11.03	$ 28.74
Income from Investment Operations
Net investment income (loss) E	.03	(.18) H	(.06) I	(.13) J	(.05)	(.06)
Net realized and unrealized gain (loss)	4.27	4.65	(.44)	4.03	6.50	(13.38)
Total from investment operations	4.30	4.47	(.50)	3.90	6.45	(13.44)
Distributions from net realized gain	-	-	-	(.01)	-	(4.27)
Net asset value, end of period	$ 29.64	$ 25.34	$ 20.87	$ 21.37	$ 17.48	$ 11.03
Total Return B, C, D	16.97%	21.42%	(2.34)%	22.29%	58.48%	(54.80)%
Ratios to Average Net Assets F, K
Expenses before reductions	1.83% A	1.97%	1.93%	1.83%	1.78%	1.90%
Expenses net of fee waivers, if any	1.83% A	1.97%	1.93%	1.83%	1.78%	1.90%
Expenses net of all reductions	1.81% A	1.97%	1.93%	1.82%	1.77%	1.89%
Net investment income (loss)	.19% A	(.76)% H	(.25)% I	(.64)% J	(.36)%	(.31)%
Supplemental Data
Net assets, end of period (in millions)	$ 12	$ 13	$ 16	$ 30	$ 40	$ 47
Portfolio turnover rate G	16% A	23%	34%	99%	161%	142%
AAnnualized BTotal returns for periods of less than one year are not annualized. CTotal returns would have been lower if certain expenses had not been reduced during the applicable periods shown. DTotal returns do not include the effect of the contingent deferred sales charge. ECalculated based on average shares outstanding during the period. FFees 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. GAmount does not include the portfolio activity of any underlying Fidelity Central Funds. HInvestment income per share reflects a large, non-recurring dividend which amounted to $.06 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been (1.04)%. IInvestment income per share reflects a large, non-recurring dividend which amounted to $.16 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been (.87)%. JInvestment income per share reflects a large, non-recurring dividend which amounted to $.03 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been (.80)%. KExpense 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.

Semiannual Report

Financial Highlights - Class C

	Six months ended May 31, 2013	Years ended November 30,
	(Unaudited)	2012	2011	2010	2009	2008
Selected Per-Share Data
Net asset value, beginning of period	$ 25.06	$ 20.64	$ 21.13	$ 17.29	$ 10.91	$ 28.51
Income from Investment Operations
Net investment income (loss) E	.03	(.17) H	(.05) I	(.12) J	(.05)	(.06)
Net realized and unrealized gain (loss)	4.23	4.59	(.44)	3.97	6.43	(13.24)
Total from investment operations	4.26	4.42	(.49)	3.85	6.38	(13.30)
Distributions from net realized gain	-	-	-	(.01)	-	(4.30)
Net asset value, end of period	$ 29.32	$ 25.06	$ 20.64	$ 21.13	$ 17.29	$ 10.91
Total Return B, C, D	17.00%	21.41%	(2.32)%	22.25%	58.48%	(54.80)%
Ratios to Average Net Assets F, K
Expenses before reductions	1.79% A	1.95%	1.92%	1.83%	1.78%	1.90%
Expenses net of fee waivers, if any	1.79% A	1.95%	1.92%	1.83%	1.78%	1.90%
Expenses net of all reductions	1.77% A	1.95%	1.92%	1.82%	1.77%	1.89%
Net investment income (loss)	.23% A	(.75)% H	(.24)% I	(.63)% J	(.36)%	(.31)%
Supplemental Data
Net assets, end of period (in millions)	$ 52	$ 43	$ 40	$ 49	$ 43	$ 32
Portfolio turnover rate G	16% A	23%	34%	99%	161%	142%
AAnnualized BTotal returns for periods of less than one year are not annualized. CTotal returns would have been lower if certain expenses had not been reduced during the applicable periods shown. DTotal returns do not include the effect of the contingent deferred sales charge. ECalculated based on average shares outstanding during the period. FFees 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. GAmount does not include the portfolio activity of any underlying Fidelity Central Funds. HInvestment income per share reflects a large, non-recurring dividend which amounted to $.06 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been (1.02)%. IInvestment income per share reflects a large, non-recurring dividend which amounted to $.16 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been (.86)%. JInvestment income per share reflects a large, non-recurring dividend which amounted to $.03 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been (.80)%. KExpense 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.

Semiannual Report

Financial Highlights - Fidelity Value Strategies Fund

	Six months ended May 31, 2013	Years ended November 30,
	(Unaudited)	2012	2011	2010	2009	2008
Selected Per-Share Data
Net asset value, beginning of period	$ 30.89	$ 25.37	$ 25.80	$ 20.89	$ 13.21	$ 33.60
Income from Investment Operations
Net investment income (loss) D	.22	.09 G	.22 H	.09 I	.11	.17
Net realized and unrealized gain (loss)	5.21	5.62	(.54)	4.83	7.73	(15.97)
Total from investment operations	5.43	5.71	(.32)	4.92	7.84	(15.80)
Distributions from net investment income	(.18)	(.19)	(.10) J	-	(.16)	-
Distributions from net realized gain	-	-	(.01) J	(.01)	-	(4.59)
Total distributions	(.18)	(.19)	(.11)	(.01)	(.16)	(4.59)
Net asset value, end of period	$ 36.14	$ 30.89	$ 25.37	$ 25.80	$ 20.89	$ 13.21
Total Return B, C	17.66%	22.69%	(1.29)%	23.54%	60.05%	(54.35)%
Ratios to Average Net Assets E, K
Expenses before reductions	.73% A	.89%	.88%	.81%	.78%	.89%
Expenses net of fee waivers, if any	.73% A	.89%	.88%	.81%	.78%	.89%
Expenses net of all reductions	.71% A	.89%	.88%	.80%	.77%	.88%
Net investment income (loss)	1.28% A	.31% G	.80% H	.39% I	.64%	.70%
Supplemental Data
Net assets, end of period (in millions)	$ 655	$ 396	$ 284	$ 360	$ 237	$ 122
Portfolio turnover rate F	16% A	23%	34%	99%	161%	142%
AAnnualized BTotal returns for periods of less than one year are not annualized. CTotal returns would have been lower if certain expenses had not been reduced during the applicable periods shown. DCalculated based on average shares outstanding during the period. EFees 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. FAmount does not include the portfolio activity of any underlying Fidelity Central Funds. GInvestment income per share reflects a large, non-recurring dividend which amounted to $.08 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been .04%. HInvestment income per share reflects a large, non-recurring dividend which amounted to $.16 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been .18%. IInvestment income per share reflects a large, non-recurring dividend which amounted to $.04 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been .22%. JThe amounts shown reflect certain reclassifications related to book to tax differences that were made in the year shown. KExpense 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.

Semiannual Report

Financial Highlights - Fidelity Value Strategies Fund Class K

	Six months ended May 31, 2013	Years ended November 30,
	(Unaudited)	2012	2011	2010	2009	2008 J
Selected Per-Share Data
Net asset value, beginning of period	$ 30.89	$ 25.38	$ 25.82	$ 20.86	$ 13.23	$ 26.92
Income from Investment Operations
Net investment income (loss) D	.24	.14 G	.28 H	.15 I	.16	.12
Net realized and unrealized gain (loss)	5.20	5.61	(.55)	4.82	7.70	(13.81)
Total from investment operations	5.44	5.75	(.27)	4.97	7.86	(13.69)
Distributions from net investment income	(.22)	(.24)	(.16) K	-	(.23)	-
Distributions from net realized gain	-	-	(.01) K	(.01)	-	-
Total distributions	(.22)	(.24)	(.17)	(.01)	(.23)	-
Net asset value, end of period	$ 36.11	$ 30.89	$ 25.38	$ 25.82	$ 20.86	$ 13.23
Total Return B, C	17.74%	22.93%	(1.11)%	23.81%	60.52%	(50.85)%
Ratios to Average Net Assets E, L
Expenses before reductions	.58% A	.71%	.68%	.58%	.51%	.65% A
Expenses net of fee waivers, if any	.58% A	.71%	.68%	.58%	.51%	.65% A
Expenses net of all reductions	.55% A	.71%	.68%	.56%	.49%	.64% A
Net investment income (loss)	1.44% A	.50% G	1.00% H	.62% I	.91%	1.38% A
Supplemental Data
Net assets, end of period (in millions)	$ 163	$ 70	$ 47	$ 47	$ 27	$ 5
Portfolio turnover rate F	16% A	23%	34%	99%	161%	142%

^AAnnualized ^BTotal returns for periods of less than one year are not annualized. ^CTotal returns would have been lower if certain expenses had not been reduced during the applicable periods shown. ^DCalculated based on average shares outstanding during the period. ^EFees 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. ^FAmount does not include the portfolio activity of any underlying Fidelity Central Funds. ^GInvestment income per share reflects a large, non-recurring dividend which amounted to $.08 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been .22%. ^HInvestment income per share reflects a large, non-recurring dividend which amounted to $.16 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been .38%. ^IInvestment income per share reflects a large, non-recurring dividend which amounted to $.04 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been .46%. ^JFor the period May 9, 2008 (commencement of sale of shares) to November 30, 2008. ^KThe amounts shown reflect certain reclassifications related to book to tax differences that were made in the year shown. ^LExpense 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.

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Financial Highlights - Institutional Class

	Six months ended May 31, 2013	Years ended November 30,
	(Unaudited)	2012	2011	2010	2009	2008
Selected Per-Share Data
Net asset value, beginning of period	$ 29.51	$ 24.26	$ 24.69	$ 19.97	$ 12.67	$ 32.43
Income from Investment Operations
Net investment income (loss) D	.20	.08 G	.22 H	.10 I	.11	.18
Net realized and unrealized gain (loss)	4.98	5.37	(.53)	4.63	7.38	(15.31)
Total from investment operations	5.18	5.45	(.31)	4.73	7.49	(15.13)
Distributions from net investment income	(.18)	(.20)	(.11) J	-	(.19)	-
Distributions from net realized gain	-	-	(.01) J	(.01)	-	(4.63)
Total distributions	(.18)	(.20)	(.12)	(.01)	(.19)	(4.63)
Net asset value, end of period	$ 34.51	$ 29.51	$ 24.26	$ 24.69	$ 19.97	$ 12.67
Total Return B, C	17.65%	22.67%	(1.30)%	23.67%	60.08%	(54.29)%
Ratios to Average Net Assets E, K
Expenses before reductions	.75% A	.90%	.86%	.74%	.70%	.80%
Expenses net of fee waivers, if any	.75% A	.90%	.86%	.74%	.70%	.80%
Expenses net of all reductions	.73% A	.90%	.86%	.73%	.69%	.79%
Net investment income (loss)	1.26% A	.31% G	.82% H	.46% I	.71%	.79%
Supplemental Data
Net assets, end of period (in millions)	$ 67	$ 66	$ 52	$ 53	$ 48	$ 45
Portfolio turnover rate F	16% A	23%	34%	99%	161%	142%
AAnnualized BTotal returns for periods of less than one year are not annualized. CTotal returns would have been lower if certain expenses had not been reduced during the applicable periods shown. DCalculated based on average shares outstanding during the period. EFees 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. FAmount does not include the portfolio activity of any underlying Fidelity Central Funds. GInvestment income per share reflects a large, non-recurring dividend which amounted to $.08 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been .03%. HInvestment income per share reflects a large, non-recurring dividend which amounted to $.16 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been .20%. IInvestment income per share reflects a large, non-recurring dividend which amounted to $.04 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been .29%. JThe amounts shown reflect certain reclassifications related to book to tax differences that were made in the year shown. KExpense 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.

Semiannual Report

Notes to Financial Statements

For the period ended May 31, 2013 (Unaudited)

(Amounts in thousands except percentages)

1. Organization.

Fidelity Advisor® Value Strategies Fund (the Fund) is a fund of Fidelity Advisor Series I (the Trust) and is authorized to issue an unlimited number of shares. The Trust is registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end management investment company organized as a Massachusetts business trust. The Fund offers Class A, Class T, Class C, Fidelity Value Strategies Fund, Fidelity Value Strategies Fund Class K and Institutional Class shares, each of which, along with Class B shares, has equal rights as to assets and voting privileges. Class B shares are closed to new accounts and additional purchases, except for exchanges and reinvestments. Each class has exclusive voting rights with respect to matters that affect that class. Class B shares will automatically convert to Class A shares after a holding period of seven years from the initial date of purchase.

2. Investments in Fidelity Central Funds.

The Fund invests in Fidelity Central Funds, which are open-end investment companies generally available only to other investment companies and accounts managed by Fidelity Management & Research Company (FMR) and its affiliates. The Fund's Schedule of Investments lists each of the Fidelity Central Funds held as of period end, if any, as an investment of the Fund, but does not include the underlying holdings of each Fidelity Central Fund. As an Investing Fund, the Fund indirectly bears its proportionate share of the expenses of the underlying Fidelity Central Funds.

The Money Market Central Funds seek preservation of capital and current income and are managed by Fidelity Investments Money Management, Inc. (FIMM), an affiliate of FMR.

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 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:

Semiannual Report

3. Significant Accounting Policies - continued

Investment Valuation. Investments are valued as of 4:00 p.m. Eastern time on the last calendar day of the period. In accordance with valuation policies and procedures approved by the Board of Trustees (the Board), the Fund attempts to obtain prices from one or more third party pricing vendors or brokers to value its investments. When current market prices, quotations or currency exchange rates are not readily available or reliable, investments will be fair valued in good faith by the FMR Fair Value Committee (the Committee), in accordance with procedures adopted by the Board. Factors used in determining fair value vary by investment type and may include market or investment specific events. The frequency with which these procedures are used cannot be predicted and they may be utilized to a significant extent. The Committee oversees the Fund's valuation policies and procedures and is responsible for approving and reporting to the Board all fair value determinations.

The Fund categorizes the inputs to valuation techniques used to value its investments into a disclosure hierarchy consisting of three levels as shown below:

Level 1 - quoted prices in active markets for identical investments

Level 2 - other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, etc.)

Level 3 - unobservable inputs (including the Fund's own assumptions based on the best information available)

Valuation techniques used to value the Fund's investments by major category are as follows:

Equity securities, including restricted securities, for which market quotations are readily available, are valued at the last reported sale price or official closing price as reported by a third party pricing vendor on the primary market or exchange on which they are traded and are categorized as Level 1 in the hierarchy. In the event there were no sales during the day or closing prices are not available, securities are valued at the last quoted bid price or may be valued using the last available price and are generally categorized as Level 2 in the hierarchy. For foreign equity securities, when market or security specific events arise, comparisons to the valuation of American Depositary Receipts (ADRs), futures contracts, Exchange-Traded Funds (ETFs) and certain indexes as well as quoted prices for similar securities may be used and would be categorized as Level 2 in the hierarchy. Utilizing these techniques may result in transfers between Level 1 and Level 2.

Investments in open-end mutual funds, including the Fidelity Central Funds, are valued at their closing net asset value (NAV) each business day and are categorized as Level 1 in the hierarchy.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except percentages)

3. Significant Accounting Policies - continued

Investment Valuation - continued

Changes in valuation techniques may result in transfers in or out of an assigned level within the disclosure hierarchy.

Foreign Currency. The Fund may use foreign currency contracts to facilitate transactions in foreign-denominated securities. Gains and losses from these transactions may arise from changes in the value of the foreign currency or if the counterparties do not perform under the contracts' terms.

Foreign-denominated assets, including investment securities, and liabilities are translated into U.S. dollars at the exchange rates at period end. Purchases and sales of investment securities, income and dividends received and expenses denominated in foreign currencies are translated into U.S. dollars at the exchange rate in effect on the transaction date.

The effects of exchange rate fluctuations on investments are included with the net realized and unrealized gain (loss) on investment securities. Other foreign currency transactions resulting in realized and unrealized gain (loss) are disclosed separately.

Investment Transactions and Income. For financial reporting purposes, the Fund's investment holdings and NAV include trades executed through the end of the last business day of the period. The NAV per share for processing shareholder transactions is calculated as of the close of business of the New York Stock Exchange (NYSE), normally 4:00 p.m. Eastern time and includes trades executed through the end of the prior business day. Gains and losses on securities sold are determined on the basis of identified cost and may include proceeds received from litigation. Dividend income is recorded on the ex-dividend date, except for certain dividends from foreign securities where the ex-dividend date may have passed, which are recorded as soon as the Fund is informed of the ex-dividend date. Non-cash dividends included in dividend income, if any, are recorded at the fair market value of the securities received. Distributions received on securities that represent a return of capital or capital gain are recorded as a reduction of cost of investments and/or as a realized gain. Subsequent to ex-dividend date the Fund determines the components of these distributions, based upon receipt of tax filings or other correspondence relating to the underlying investment. Interest income and distributions from the Fidelity Central Funds are accrued as earned. Interest income includes coupon interest and amortization of premium and accretion of discount on debt securities. Investment income is recorded net of foreign taxes withheld where recovery of such taxes is uncertain.

Class Allocations and Expenses. Investment income, realized and unrealized capital gains and losses, common expenses of the Fund, and certain fund-level expense reductions, if any, are allocated on a pro-rata basis to each class based on the relative net

Semiannual Report

3. Significant Accounting Policies - continued

Class Allocations and Expenses - continued

assets of each class to the total net assets of the Fund. Each class differs with respect to transfer agent and distribution and service plan fees incurred. Certain expense reductions may also differ by class. Expenses directly attributable to a fund are charged to that fund. Expenses attributable to more than one fund are allocated among the respective funds on the basis of relative net assets or other appropriate methods. Expense estimates are accrued in the period to which they relate and adjustments are made when actual amounts are known.

Income Tax Information and Distributions to Shareholders. Each year, the Fund intends to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code, including distributing substantially all of its taxable income and realized gains. As a result, no provision for income taxes is required. The Fund files a U.S. federal tax return, in addition to state and local tax returns as required. A fund's federal income tax returns are subject to examination by the Internal Revenue Service (IRS) for a period of three fiscal years after they are filed. State and local tax returns may be subject to examination for an additional fiscal year depending on the jurisdiction. Foreign taxes are provided for based on the Fund's understanding of the tax rules and rates that exist in the foreign markets in which it invests.

Distributions are declared and recorded on the ex-dividend date. Income dividends and capital gain distributions are declared separately for each class. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from GAAP. These differences resulted in distribution reclassifications for the period ended November 30, 2012.

Capital accounts within the financial statements are adjusted for permanent book-tax differences. These adjustments have no impact on net assets or the results of operations. Temporary book-tax differences will reverse in a subsequent period.

Book-tax differences are primarily due to foreign currency transactions, partnerships, market discount, deferred trustees compensation, capital loss carryforwards and losses deferred due to wash sales and excise tax regulations.

The federal tax cost of investment securities and unrealized appreciation (depreciation) as of period end were as follows:

Gross unrealized appreciation	$ 375,726
Gross unrealized depreciation	(21,466)
Net unrealized appreciation (depreciation) on securities and other investments	$ 354,260
Tax cost	$ 1,216,653

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except percentages)

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

Capital loss carryforwards are only available to offset future capital gains of the Fund to the extent provided by regulations and may be limited. Under the Regulated Investment Company Modernization Act of 2010 (the Act), the Fund is permitted to carry forward capital losses incurred in taxable years beginning after December 22, 2010 for an unlimited period and such capital losses are required to be used prior to any losses that expire. The capital loss carryforward information presented below, including any applicable limitation, is estimated as of fiscal period end and is subject to adjustment.

Fiscal year of expiration
2016	$ (135,603)
2017	(187,132)
Total capital loss carryforward	$ (322,735)

4. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $318,655 and $95,669, respectively.

5. Fees and Other Transactions with Affiliates.

Management Fee. FMR and its affiliates provide the Fund with investment management related services for which the Fund pays a monthly management fee. The management fee is the sum of an individual fund fee rate that is based on an annual rate of .30% of the Fund's average net assets and an annualized group fee rate that averaged .26% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by FMR. The group fee rate decreases as assets under management increase and increases as assets under management decrease. In addition, the management fee is subject to a performance adjustment (up to a maximum of ± .20% of the Fund's average net assets over a 36 month performance period). The upward or downward adjustment to the management fee is based on the relative investment performance of Fidelity Value Strategies Fund as compared to an appropriate benchmark index. For the period, the total annualized management fee rate, including the performance adjustment, was .47% of the Fund's average net assets.

Distribution and Service Plan Fees. In accordance with Rule 12b-1 of the 1940 Act, the Fund has adopted separate Distribution and Service Plans for each class of shares. Certain classes pay Fidelity Distributors Corporation (FDC), an affiliate of FMR, separate Distribution and Service Fees, each of which is based on an annual percentage of

Semiannual Report

5. Fees and Other Transactions with Affiliates - continued

Distribution and Service Plan Fees - continued

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%	$ 273	$ 1
Class T	.25%	.25%	759	3
Class B	.75%	.25%	62	47
Class C	.75%	.25%	236	12
			$ 1,330	$ 63

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	$ 14
Class T	6
Class B*	6
Class C*	1
	$ 27

* When Class B and Class C shares are initially sold, FDC pays commissions from its own resources to financial intermediaries through which the sales are made.

Transfer Agent Fees. Fidelity Investments Institutional Operations Company, Inc., (FIIOC), an affiliate of FMR, is the transfer, dividend disbursing and shareholder servicing agent for each class of the Fund. FIIOC receives account fees and asset-based fees that vary according to the account size and type of account of the shareholders of respective classes of the Fund, except for Class K. FIIOC receives an asset-based fee of Class K's average net assets. FIIOC pays for typesetting, printing and mailing of shareholder

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except percentages)

5. Fees and Other Transactions with Affiliates - continued

Transfer Agent Fees - continued

reports, except proxy statements. For the period, transfer agent fees for each class were as follows:

	Amount	% of Average Net Assets*
Class A	$ 291	.27
Class T	309	.20
Class B	18	.30
Class C	63	.26
Fidelity Value Strategies Fund	594	.21
Fidelity Value Strategies Fund Class K	30	.05
Institutional Class	75	.23
	$ 1,380

* Annualized

Accounting and Security Lending Fees. Fidelity Service Company, Inc. (FSC), an affiliate of FMR, maintains the Fund's accounting records. The accounting fee is based on the level of average net assets for each month. Under a separate contract, FSC administers the security lending program. The security lending fee is based on the number and duration of lending transactions.

Brokerage Commissions. The Fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of the investment adviser. Brokerage commissions are included in net realized gain (loss) and change in net unrealized appreciation (depreciation) in the Statement of Operations. The commissions paid to these affiliated firms were $8 for the period.

6. Committed Line of Credit.

The Fund participates with other funds managed by FMR or an affiliate in a $4.25 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro-rata portion of the line of credit, which amounted to $2 and is reflected in Miscellaneous expenses on the Statement of Operations. During the period, there were no borrowings on this line of credit.

7. Security Lending.

The Fund lends portfolio securities through a lending agent from time to time in order to earn additional income. For equity securities, a lending agent is used and may loan securities to certain qualified borrowers, including Fidelity Capital Markets (FCM), a

Semiannual Report

7. Security Lending - continued

broker-dealer affiliated with the Fund. On the settlement date of the loan, the Fund receives collateral (in the form of U.S. Treasury obligations, letters of credit and/or cash) against the loaned securities and maintains collateral in an amount not less than 100% of the market value of the loaned securities during the period of the loan. The market value of the loaned securities is determined at the close of business of the Fund and any additional required collateral is delivered to the Fund on the next business day. If the borrower defaults on its obligation to return the securities loaned because of insolvency or other reasons, the Fund may apply collateral received from the borrower against the obligation. The Fund may experience delays and costs in recovering the securities loaned. Any cash collateral received is invested in the Fidelity Securities Lending Cash Central Fund. The value of loaned securities and cash collateral at period end are disclosed on the Fund's Statement of Assets and Liabilities. The value of securities loaned to FCM at period end was $788. 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 $459, including $45 from securities loaned to FCM.

8. Expense Reductions.

Many of the brokers with whom FMR places trades on behalf of the Fund provided services to the Fund in addition to trade execution. These services included payments of certain expenses on behalf of the Fund totaling $152 for the period.

In addition, FMR reimbursed a portion of Fund's operating expenses during the period in the amount of $2.

9. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

	Six months ended May 31, 2013	Year ended November 30, 2012
From net investment income
Class A	$ 555	$ 998
Class T	167	760
Fidelity Value Strategies Fund	2,356	2,061
Fidelity Value Strategies Fund Class K	520	448
Institutional Class	395	412
Total	$ 3,993	$ 4,679

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except percentages)

10. Share Transactions.

Transactions for each class of shares were as follows:

	Shares		Dollars
	Six months ended May 31, 2013	Year ended November 30, 2012	Six months ended May 31, 2013	Year ended November 30, 2012
Class A
Shares sold	472	854	$ 14,216	$ 21,748
Reinvestment of distributions	18	42	513	917
Shares redeemed	(780)	(1,927)	(23,500)	(48,930)
Net increase (decrease)	(290)	(1,031)	$ (8,771)	$ (26,265)
Class T
Shares sold	517	878	$ 16,104	$ 23,229
Reinvestment of distributions	5	31	152	697
Shares redeemed	(1,004)	(2,697)	(31,379)	(69,951)
Net increase (decrease)	(482)	(1,788)	$ (15,123)	$ (46,025)
Class B
Shares sold	3	5	$ 70	$ 128
Reinvestment of distributions	-	-	-	-
Shares redeemed	(104)	(292)	(2,869)	(6,718)
Net increase (decrease)	(101)	(287)	$ (2,799)	$ (6,590)
Class C
Shares sold	228	217	$ 6,251	$ 5,049
Reinvestment of distributions	-	-	-	-
Shares redeemed	(191)	(454)	(5,216)	(10,427)
Net increase (decrease)	37	(237)	$ 1,035	$ (5,378)
Fidelity Value Strategies Fund
Shares sold	9,571	5,614	$ 317,123	$ 163,914
Reinvestment of distributions	73	81	2,266	1,967
Shares redeemed	(4,347)	(4,064)	(146,917)	(114,471)
Net increase (decrease)	5,297	1,631	$ 172,472	$ 51,410
Fidelity Value Strategies Fund Class K
Shares sold	2,927	1,339	$ 97,615	$ 38,174
Reinvestment of distributions	17	18	520	448
Shares redeemed	(679)	(943)	(23,218)	(26,603)
Net increase (decrease)	2,265	414	$ 74,917	$ 12,019
Institutional Class
Shares sold	391	903	$ 12,475	$ 25,700
Reinvestment of distributions	11	17	327	392
Shares redeemed	(687)	(822)	(21,771)	(21,824)
Net increase (decrease)	(285)	98	$ (8,969)	$ 4,268

Semiannual Report

11. Other.

The Fund's organizational documents provide former and current trustees and officers with a limited indemnification against liabilities arising in connection with the performance of their duties to the Fund. In the normal course of business, the Fund may also enter into contracts that provide general indemnifications. The Fund's maximum exposure under these arrangements is unknown as this would be dependent on future claims that may be made against the Fund. The risk of material loss from such claims is considered remote.

Semiannual Report

Investment Adviser

Fidelity Management & Research Company

Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

Fidelity Management & Research (U.K.) Inc.

Fidelity Management & Research
(Japan) Inc.

Fidelity Management & Research
(Hong Kong) Limited

General Distributor

Fidelity Distributors Corporation

Smithfield, RI

Transfer and Service Agents

Fidelity Investments Institutional Operations Company, Inc.

Boston, MA

Fidelity Service Company, Inc.

Boston, MA

Custodian

Brown Brothers Harriman & Co.

Boston, MA

(Fidelity Investment logo)(registered trademark)

ISO-USAN-0713
1.786806.110

Fidelity® Value Strategies Fund

Class K

(A Class of Fidelity Advisor® Value
Strategies Fund)

(Fidelity Investment logo)(registered trademark)

Semiannual Report

May 31, 2013

(Fidelity Cover Art)

Contents

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.

To view a fund's proxy voting guidelines and proxy voting record for the 12-month period ended June 30, visit http://www.fidelity.com/proxyvotingresults or visit the Securities and Exchange Commission's (SEC) web site at http://www.sec.gov. You may also call 1-800-835-5092 to request a free copy of the proxy voting guidelines.

Standard & Poor's, S&P and S&P 500 are registered service marks of The McGraw-Hill Companies, Inc. and have been licensed for use by Fidelity Distributors Corporation.

Other third-party marks appearing herein are the property of their respective owners.

All other marks appearing herein are registered or unregistered trademarks or service marks of FMR LLC or an affiliated company. © 2013 FMR LLC. All rights reserved.

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.

Semiannual Report

Shareholder Expense Example

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including sales charges (loads) on purchase payments or redemption proceeds, and (2) ongoing costs, including management fees, distribution and/or service (12b-1) fees and other Fund expenses. This Example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (December 1, 2012 to May 31, 2013).

Actual Expenses

The first line of the accompanying table for each class of the Fund provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000.00 (for example, an $8,600 account value divided by $1,000.00 = 8.6), then multiply the result by the number in the first line for a class of the Fund under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period. A small balance maintenance fee of $12.00 that is charged once a year may apply for certain accounts with a value of less than $2,000. This fee is not included in the table below. If it was, the estimate of expenses you paid during the period would be higher, and your ending account value lower, by this amount. In addition, the Fund, as a shareholder in the underlying Fidelity Central Funds, will indirectly bear its pro-rata share of the fees and expenses incurred by the underlying Fidelity Central Funds. These fees and expenses are not included in the Fund's annualized expense ratio used to calculate the expense estimate in the table below.

Hypothetical Example for Comparison Purposes

The second line of the accompanying table for each class of the Fund provides information about hypothetical account values and hypothetical expenses based on a Class' actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Class' actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds. A small balance maintenance fee of $12.00 that is charged once a year may apply for certain accounts with a value of less than $2,000. This fee is not included in the table below. If it was, the estimate of expenses you paid during the period would be higher, and your ending account value lower, by this amount. In addition, the Fund, as a shareholder in the underlying Fidelity Central Funds, will indirectly bear its pro-rata share of the fees and expenses incurred by the underlying Fidelity Central Funds. These fees and expenses are not included in the Fund's annualized expense ratio used to calculate the expense estimate in the table below.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transaction costs. Therefore, the second line of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

Semiannual Report

Shareholder Expense Example - continued

	Annualized Expense Ratio B	Beginning Account Value December 1, 2012	Ending Account Value May 31, 2013	Expenses Paid During Period* December 1, 2012 to May 31, 2013
Class A	1.04%
Actual		$ 1,000.00	$ 1,174.80	$ 5.64
HypotheticalA		$ 1,000.00	$ 1,019.75	$ 5.24
Class T	1.23%
Actual		$ 1,000.00	$ 1,173.50	$ 6.67
HypotheticalA		$ 1,000.00	$ 1,018.80	$ 6.19
Class B	1.83%
Actual		$ 1,000.00	$ 1,169.70	$ 9.90
HypotheticalA		$ 1,000.00	$ 1,015.81	$ 9.20
Class C	1.79%
Actual		$ 1,000.00	$ 1,170.00	$ 9.68
HypotheticalA		$ 1,000.00	$ 1,016.01	$ 9.00
Fidelity Value Strategies Fund	.73%
Actual		$ 1,000.00	$ 1,176.60	$ 3.96
HypotheticalA		$ 1,000.00	$ 1,021.29	$ 3.68
Fidelity Value Strategies Fund Class K	.58%
Actual		$ 1,000.00	$ 1,177.40	$ 3.15
HypotheticalA		$ 1,000.00	$ 1,022.04	$ 2.92
Institutional Class	.75%
Actual		$ 1,000.00	$ 1,176.50	$ 4.07
HypotheticalA		$ 1,000.00	$ 1,021.19	$ 3.78

^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 182/365 (to reflect the one-half year period).

Semiannual Report

Investment Changes (Unaudited)

Top Ten Stocks as of May 31, 2013
	% of fund's net assets	% of fund's net assets 6 months ago
LyondellBasell Industries NV Class A	6.5	6.7
Sanofi SA sponsored ADR	4.0	2.9
Cott Corp.	3.8	5.5
General Motors Co.	3.4	0.5
Symantec Corp.	3.3	0.0
Bank of America Corp.	3.1	0.0
Delphi Automotive PLC	2.6	1.5
Apple, Inc.	2.5	0.0
The Bon-Ton Stores, Inc.	2.5	1.1
AFLAC, Inc.	2.1	2.8
	33.8
Top Five Market Sectors as of May 31, 2013
	% of fund's net assets	% of fund's net assets 6 months ago
Consumer Discretionary	23.3	21.8
Health Care	13.3	12.4
Information Technology	12.5	7.7
Materials	10.5	12.0
Financials	10.2	9.4

Asset Allocation (% of fund's net assets)
As of May 31, 2013*			As of November 30, 2012**
	Stocks 93.3%			Stocks 89.9%
	Bonds 0.0%			Bonds 0.1%
	Convertible Securities 0.0%			Convertible Securities 0.0%†
	Short-Term Investments and Net Other Assets (Liabilities) 6.7%			Short-Term Investments and Net Other Assets (Liabilities) 10.0%
* Foreign investments		19.5%	** Foreign investments		20.9%

^† Amount represents less than 0.1%

Semiannual Report

Investments May 31, 2013 (Unaudited)

Showing Percentage of Net Assets

Common Stocks - 93.3%
	Shares		Value (000s)
CONSUMER DISCRETIONARY - 23.3%
Auto Components - 3.5%
Delphi Automotive PLC	794,777		$ 38,793
Tenneco, Inc. (a)	171,824		7,622
TRW Automotive Holdings Corp. (a)	91,400		5,790
			52,205
Automobiles - 3.9%
Bayerische Motoren Werke AG (BMW)	36,387		3,485
General Motors Co. (a)	1,496,836		50,728
Volkswagen AG	18,856		4,045
			58,258
Diversified Consumer Services - 0.9%
Service Corp. International	744,250		13,382
Hotels, Restaurants & Leisure - 2.2%
Ameristar Casinos, Inc.	192,820		5,052
Cedar Fair LP (depositary unit)	231,920		9,488
DineEquity, Inc.	86,934		6,293
Wyndham Worldwide Corp.	203,867		11,849
			32,682
Household Durables - 3.2%
Lennar Corp. Class A	212,200		8,344
PulteGroup, Inc. (a)	759,504		16,398
Ryland Group, Inc. (d)	151,400		6,855
Standard Pacific Corp. (a)(d)	1,903,450		16,846
			48,443
Leisure Equipment & Products - 0.8%
Hasbro, Inc. (d)	272,197		12,107
Media - 1.6%
Omnicom Group, Inc.	125,512		7,798
Regal Entertainment Group Class A (d)	379,300		6,714
Valassis Communications, Inc.	349,089		9,073
			23,585
Multiline Retail - 4.3%
Target Corp.	381,409		26,508
The Bon-Ton Stores, Inc. (d)(e)	1,735,217		36,943
			63,451
Specialty Retail - 2.9%
Asbury Automotive Group, Inc. (a)	350,441		14,438
Common Stocks - continued
	Shares		Value (000s)
CONSUMER DISCRETIONARY - continued
Specialty Retail - continued
CST Brands, Inc. (a)(d)	37,100		$ 1,127
GameStop Corp. Class A (d)	829,313		27,500
			43,065
TOTAL CONSUMER DISCRETIONARY			347,178
CONSUMER STAPLES - 6.3%
Beverages - 3.8%
Cott Corp. (d)(e)	6,920,243		56,670
Food & Staples Retailing - 0.9%
CVS Caremark Corp.	241,700		13,917
Food Products - 1.6%
Bunge Ltd.	54,100		3,765
Calavo Growers, Inc.	232,028		6,894
ConAgra Foods, Inc.	142,700		4,808
SunOpta, Inc. (a)	1,029,085		8,070
			23,537
TOTAL CONSUMER STAPLES			94,124
ENERGY - 5.2%
Energy Equipment & Services - 0.5%
Halliburton Co.	187,200		7,834
Oil, Gas & Consumable Fuels - 4.7%
Alpha Natural Resources, Inc. (a)	1,350,359		9,020
Denbury Resources, Inc. (a)	1,547,080		28,389
HollyFrontier Corp.	159,900		7,915
Marathon Oil Corp.	159,000		5,468
The Williams Companies, Inc.	154,500		5,435
Valero Energy Corp.	333,900		13,566
			69,793
TOTAL ENERGY			77,627
FINANCIALS - 10.2%
Commercial Banks - 3.6%
Regions Financial Corp.	812,863		7,421
U.S. Bancorp	879,484		30,835
Wells Fargo & Co.	384,870		15,606
			53,862
Common Stocks - continued
	Shares		Value (000s)
FINANCIALS - continued
Diversified Financial Services - 3.1%
Bank of America Corp.	3,422,113		$ 46,746
Insurance - 3.2%
AFLAC, Inc.	560,886		31,236
American International Group, Inc. (a)	205,698		9,145
Unum Group	245,860		7,002
			47,383
Real Estate Investment Trusts - 0.3%
Host Hotels & Resorts, Inc.	210,800		3,750
TOTAL FINANCIALS			151,741
HEALTH CARE - 13.3%
Health Care Equipment & Supplies - 4.0%
Alere, Inc. (a)	308,600		7,894
Boston Scientific Corp. (a)	1,820,900		16,825
C.R. Bard, Inc.	76,900		7,928
Covidien PLC	114,575		7,287
St. Jude Medical, Inc.	472,400		20,422
			60,356
Health Care Providers & Services - 2.0%
DaVita, Inc. (a)	80,798		10,025
Universal Health Services, Inc. Class B	284,414		19,664
			29,689
Life Sciences Tools & Services - 1.0%
Agilent Technologies, Inc.	184,300		8,376
PerkinElmer, Inc.	211,600		6,627
			15,003
Pharmaceuticals - 6.3%
Johnson & Johnson	191,600		16,129
Merck & Co., Inc.	398,700		18,619
Sanofi SA sponsored ADR	1,109,944		58,927
			93,675
TOTAL HEALTH CARE			198,723
INDUSTRIALS - 6.3%
Aerospace & Defense - 2.9%
Alliant Techsystems, Inc.	177,500		13,937
Esterline Technologies Corp. (a)	101,822		7,473
Common Stocks - continued
	Shares		Value (000s)
INDUSTRIALS - continued
Aerospace & Defense - continued
Honeywell International, Inc.	142,300		$ 11,165
Textron, Inc.	223,717		6,031
United Technologies Corp.	49,700		4,717
			43,323
Building Products - 0.5%
Armstrong World Industries, Inc. (a)	77,022		4,003
Owens Corning (a)	73,911		3,230
			7,233
Electrical Equipment - 0.3%
Regal-Beloit Corp.	63,554		4,291
Industrial Conglomerates - 0.5%
Carlisle Companies, Inc.	100,460		6,571
Machinery - 2.1%
Blount International, Inc. (a)	292,004		3,919
Deere & Co.	112,300		9,782
Ingersoll-Rand PLC	212,400		12,219
Stanley Black & Decker, Inc.	74,137		5,873
			31,793
TOTAL INDUSTRIALS			93,211
INFORMATION TECHNOLOGY - 12.5%
Communications Equipment - 0.3%
Cisco Systems, Inc.	215,300		5,184
Computers & Peripherals - 2.5%
Apple, Inc.	82,580		37,135
IT Services - 0.8%
Fidelity National Information Services, Inc.	268,430		12,053
Semiconductors & Semiconductor Equipment - 4.4%
Fairchild Semiconductor International, Inc. (a)	320,000		4,643
Intersil Corp. Class A	345,143		2,830
KLA-Tencor Corp.	174,580		9,827
MagnaChip Semiconductor Corp. (a)	998,200		18,467
Micron Technology, Inc. (a)	929,483		10,856
ON Semiconductor Corp. (a)	1,214,770		10,398
Spansion, Inc. Class A (a)	641,043		8,782
			65,803
Software - 4.5%
Microsoft Corp.	438,024		15,278
Common Stocks - continued
	Shares		Value (000s)
INFORMATION TECHNOLOGY - continued
Software - continued
Nuance Communications, Inc. (a)	152,500		$ 2,898
Symantec Corp.	2,158,771		48,335
			66,511
TOTAL INFORMATION TECHNOLOGY			186,686
MATERIALS - 10.5%
Chemicals - 10.2%
Ashland, Inc.	86,800		7,718
Axiall Corp.	88,226		3,807
Innophos Holdings, Inc.	153,933		7,786
LyondellBasell Industries NV Class A	1,457,392		97,136
PPG Industries, Inc.	153,705		23,611
W.R. Grace & Co. (a)	136,728		11,555
			151,613
Metals & Mining - 0.3%
Carpenter Technology Corp.	86,796		4,180
Haynes International, Inc.	18,860		923
			5,103
TOTAL MATERIALS			156,716
TELECOMMUNICATION SERVICES - 0.8%
Diversified Telecommunication Services - 0.8%
Level 3 Communications, Inc. (a)	569,139		12,197
UTILITIES - 4.9%
Electric Utilities - 1.0%
FirstEnergy Corp.	241,669		9,428
NextEra Energy, Inc.	71,100		5,377
			14,805
Independent Power Producers & Energy Traders - 2.5%
Calpine Corp. (a)	839,263		17,045
The AES Corp.	1,721,200		20,999
			38,044
Common Stocks - continued
	Shares		Value (000s)
UTILITIES - continued
Multi-Utilities - 1.4%
Alliant Energy Corp.	114,800		$ 5,655
Sempra Energy	183,139		14,889
			20,544
TOTAL UTILITIES			73,393
TOTAL COMMON STOCKS (Cost $1,033,228)		1,391,596
Money Market Funds - 12.0%
Fidelity Cash Central Fund, 0.12% (b)	97,795,927		97,796
Fidelity Securities Lending Cash Central Fund, 0.12% (b)(c)	81,521,386		81,521
TOTAL MONEY MARKET FUNDS (Cost $179,317)		179,317
TOTAL INVESTMENT PORTFOLIO - 105.3% (Cost $1,212,545)			1,570,913
NET OTHER ASSETS (LIABILITIES) - (5.3)%			(78,962)
NET ASSETS - 100%		$ 1,491,951

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 are available on the SEC's website or upon request.

(c) Investment made with cash collateral received from securities on loan.

(d) Security or a portion of the security is on loan at period end.

(e) Affiliated company

Affiliated Central Funds

Information regarding fiscal year to date income earned by the Fund from investments in Fidelity Central Funds is as follows:

Fund	Income earned (Amounts in thousands)
Fidelity Cash Central Fund	$ 117
Fidelity Securities Lending Cash Central Fund	459
Total	$ 576

Other Affiliated Issuers

An affiliated company is a company in which the Fund has ownership of at least 5% of the voting securities. Fiscal year to date transactions with companies which are or were affiliates are as follows:

Affiliate (Amounts in thousands)	Value, beginning of period	Purchases	Sales Proceeds	Dividend Income	Value, end of period
Cott Corp.	$ 59,355	$ -	$ -	$ 688	$ 56,670
The Bon-Ton Stores, Inc.	11,279	14,142	-	104	36,943
Total	$ 70,634	$ 14,142	$ -	$ 792	$ 93,613

Other Information

All investments are categorized as level 1 under the Fair Value Hierarchy. The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs, please refer to the Investment Valuation section in the accompanying Notes to Financial Statements.

Distribution of investments by country or territory of incorporation, as a percentage of total net assets, is as follows. (Unaudited)

United States of America	80.5%
Netherlands	6.5%
Canada	4.3%
France	4.0%
Bailiwick of Jersey	2.6%
Ireland	1.3%
Others (Individually Less Than 1%)	0.8%
	100.0%

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Financial Statements

Statement of Assets and Liabilities

Amounts in thousands (except per-share amounts)	May 31, 2013 (Unaudited)
Assets
Investment in securities, at value (including securities loaned of $78,228) - See accompanying schedule: Unaffiliated issuers (cost $958,340)	$ 1,297,983
Fidelity Central Funds (cost $179,317)	179,317
Other affiliated issuers (cost $74,888)	93,613
Total Investments (cost $1,212,545)		$ 1,570,913
Receivable for fund shares sold		1,209
Dividends receivable		4,442
Interest receivable		39
Distributions receivable from Fidelity Central Funds		116
Receivable from investment adviser for expense reductions		2
Other receivables		11
Total assets		1,576,732
Liabilities
Payable for fund shares redeemed	2,158
Accrued management fee	558
Distribution and service plan fees payable	233
Other affiliated payables	280
Other payables and accrued expenses	31
Collateral on securities loaned, at value	81,521
Total liabilities		84,781
Net Assets		$ 1,491,951
Net Assets consist of:
Paid in capital		$ 1,450,980
Undistributed net investment income		5,882
Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions		(323,274)
Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies		358,363
Net Assets		$ 1,491,951

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Financial Statements - continued

Statement of Assets and Liabilities - continued

Amounts in thousands (except per-share amounts)	May 31, 2013 (Unaudited)
Calculation of Maximum Offering Price Class A: Net Asset Value and redemption price per share ($227,947 ÷ 7,044.0 shares)		$ 32.36
Maximum offering price per share (100/94.25 of $32.36)		$ 34.33
Class T: Net Asset Value and redemption price per share ($315,740 ÷ 9,418.4 shares)		$ 33.52
Maximum offering price per share (100/96.50 of $33.52)		$ 34.74
Class B: Net Asset Value and offering price per share ($11,850 ÷ 399.8 shares)A		$ 29.64
Class C: Net Asset Value and offering price per share ($51,613 ÷ 1,760.1 shares)A		$ 29.32
Fidelity Value Strategies Fund: Net Asset Value, offering price and redemption price per share ($654,747 ÷ 18,119.0 shares)		$ 36.14
Fidelity Value Strategies Fund Class K: Net Asset Value, offering price and redemption price per share ($163,249 ÷ 4,521.0 shares)		$ 36.11
Institutional Class: Net Asset Value, offering price and redemption price per share ($66,805 ÷ 1,935.8 shares)		$ 34.51

^A Redemption price per share is equal to net asset value less any applicable contingent deferred sales charge.

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Statement of Operations

Amounts in thousands	Six months ended May 31, 2013 (Unaudited)
Investment Income
Dividends (including $792 earned from other affiliated issuers)		$ 12,820
Interest		42
Income from Fidelity Central Funds		576
Total income		13,438
Expenses
Management fee Basic fee	$ 3,729
Performance adjustment	(572)
Transfer agent fees	1,380
Distribution and service plan fees	1,330
Accounting and security lending fees	221
Custodian fees and expenses	8
Independent trustees' compensation	4
Registration fees	122
Audit	37
Legal	2
Miscellaneous	5
Total expenses before reductions	6,266
Expense reductions	(154)	6,112
Net investment income (loss)		7,326
Realized and Unrealized Gain (Loss) Net realized gain (loss) on:
Investment securities:
Unaffiliated issuers	3,136
Foreign currency transactions	(4)
Total net realized gain (loss)		3,132
Change in net unrealized appreciation (depreciation) on: Investment securities	199,997
Assets and liabilities in foreign currencies	(1)
Total change in net unrealized appreciation (depreciation)		199,996
Net gain (loss)		203,128
Net increase (decrease) in net assets resulting from operations		$ 210,454

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Financial Statements - continued

Statement of Changes in Net Assets

Amounts in thousands	Six months ended May 31, 2013 (Unaudited)	Year ended November 30, 2012
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$ 7,326	$ 539
Net realized gain (loss)	3,132	42,952
Change in net unrealized appreciation (depreciation)	199,996	147,048
Net increase (decrease) in net assets resulting from operations	210,454	190,539
Distributions to shareholders from net investment income	(3,993)	(4,679)
Share transactions - net increase (decrease)	212,762	(16,561)
Total increase (decrease) in net assets	419,223	169,299
Net Assets
Beginning of period	1,072,728	903,429
End of period (including undistributed net investment income of $5,882 and undistributed net investment income of $2,549, respectively)	$ 1,491,951	$ 1,072,728

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Financial Highlights - Class A

	Six months ended May 31, 2013	Years ended November 30,
	(Unaudited)	2012	2011	2010	2009	2008
Selected Per-Share Data
Net asset value, beginning of period	$ 27.62	$ 22.71	$ 23.11	$ 18.77	$ 11.87	$ 30.67
Income from Investment Operations
Net investment income (loss) E	.15	- H	.13 I	.03 J	.06	.10
Net realized and unrealized gain (loss)	4.67	5.03	(.49)	4.32	6.96	(14.37)
Total from investment operations	4.82	5.03	(.36)	4.35	7.02	(14.27)
Distributions from net investment income	(.08)	(.12)	(.03) K	-	(.12)	-
Distributions from net realized gain	-	-	(.01) K	(.01)	-	(4.53)
Total distributions	(.08)	(.12)	(.04)	(.01)	(.12)	(4.53)
Net asset value, end of period	$ 32.36	$ 27.62	$ 22.71	$ 23.11	$ 18.77	$ 11.87
Total Return B, C, D	17.48%	22.29%	(1.57)%	23.16%	59.70%	(54.45)%
Ratios to Average Net Assets F, L
Expenses before reductions	1.04% A	1.21%	1.18%	1.08%	1.03%	1.14%
Expenses net of fee waivers, if any	1.04% A	1.21%	1.18%	1.08%	1.03%	1.14%
Expenses net of all reductions	1.02% A	1.21%	1.17%	1.07%	1.02%	1.14%
Net investment income (loss)	.97% A	-% H	.51% I	.12% J	.39%	.45%
Supplemental Data
Net assets, end of period (in millions)	$ 228	$ 203	$ 190	$ 221	$ 206	$ 139
Portfolio turnover rate G	16% A	23%	34%	99%	161%	142%
AAnnualized BTotal returns for periods of less than one year are not annualized. CTotal returns would have been lower if certain expenses had not been reduced during the applicable periods shown. DTotal returns do not include the effect of the sales charges. ECalculated based on average shares outstanding during the period. FFees 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. GAmount does not include the portfolio activity of any underlying Fidelity Central Funds. HInvestment income per share reflects a large, non-recurring dividend which amounted to $.07 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been (.28)%. IInvestment income per share reflects a large, non-recurring dividend which amounted to $.16 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been (.11)%. JInvestment income per share reflects a large, non-recurring dividend which amounted to $.04 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been (.05)%. KThe amounts shown reflect certain reclassifications related to book to tax differences that were made in the year shown. LExpense 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.

Semiannual Report

Financial Highlights - Class T

	Six months ended May 31, 2013	Years ended November 30,
	(Unaudited)	2012	2011	2010	2009	2008
Selected Per-Share Data
Net asset value, beginning of period	$ 28.58	$ 23.48	$ 23.90	$ 19.44	$ 12.25	$ 31.48
Income from Investment Operations
Net investment income (loss) E	.12	(.05) H	.08 I	(.01) J	.03	.06
Net realized and unrealized gain (loss)	4.84	5.22	(.50)	4.48	7.21	(14.84)
Total from investment operations	4.96	5.17	(.42)	4.47	7.24	(14.78)
Distributions from net investment income	(.02)	(.07)	-	-	(.05)	-
Distributions from net realized gain	-	-	-	(.01)	-	(4.45)
Total distributions	(.02)	(.07)	-	(.01)	(.05)	(4.45)
Net asset value, end of period	$ 33.52	$ 28.58	$ 23.48	$ 23.90	$ 19.44	$ 12.25
Total Return B, C, D	17.35%	22.08%	(1.76)%	22.98%	59.40%	(54.56)%
Ratios to Average Net Assets F, K
Expenses before reductions	1.23% A	1.38%	1.35%	1.26%	1.24%	1.33%
Expenses net of fee waivers, if any	1.23% A	1.38%	1.35%	1.26%	1.24%	1.33%
Expenses net of all reductions	1.21% A	1.38%	1.35%	1.25%	1.22%	1.32%
Net investment income (loss)	.79% A	(.17)% H	.33% I	(.06)% J	.18%	.26%
Supplemental Data
Net assets, end of period (in millions)	$ 316	$ 283	$ 274	$ 344	$ 339	$ 253
Portfolio turnover rate G	16% A	23%	34%	99%	161%	142%
AAnnualized BTotal returns for periods of less than one year are not annualized. CTotal returns would have been lower if certain expenses had not been reduced during the applicable periods shown. DTotal returns do not include the effect of the sales charges. ECalculated based on average shares outstanding during the period. FFees 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. GAmount does not include the portfolio activity of any underlying Fidelity Central Funds. HInvestment income per share reflects a large, non-recurring dividend which amounted to $.07 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been (.45)%. IInvestment income per share reflects a large, non-recurring dividend which amounted to $.16 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been (.29)%. JInvestment income per share reflects a large, non-recurring dividend which amounted to $.04 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been (.23)%. KExpense 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.

Semiannual Report

Financial Highlights - Class B

	Six months ended May 31, 2013	Years ended November 30,
	(Unaudited)	2012	2011	2010	2009	2008
Selected Per-Share Data
Net asset value, beginning of period	$ 25.34	$ 20.87	$ 21.37	$ 17.48	$ 11.03	$ 28.74
Income from Investment Operations
Net investment income (loss) E	.03	(.18) H	(.06) I	(.13) J	(.05)	(.06)
Net realized and unrealized gain (loss)	4.27	4.65	(.44)	4.03	6.50	(13.38)
Total from investment operations	4.30	4.47	(.50)	3.90	6.45	(13.44)
Distributions from net realized gain	-	-	-	(.01)	-	(4.27)
Net asset value, end of period	$ 29.64	$ 25.34	$ 20.87	$ 21.37	$ 17.48	$ 11.03
Total Return B, C, D	16.97%	21.42%	(2.34)%	22.29%	58.48%	(54.80)%
Ratios to Average Net Assets F, K
Expenses before reductions	1.83% A	1.97%	1.93%	1.83%	1.78%	1.90%
Expenses net of fee waivers, if any	1.83% A	1.97%	1.93%	1.83%	1.78%	1.90%
Expenses net of all reductions	1.81% A	1.97%	1.93%	1.82%	1.77%	1.89%
Net investment income (loss)	.19% A	(.76)% H	(.25)% I	(.64)% J	(.36)%	(.31)%
Supplemental Data
Net assets, end of period (in millions)	$ 12	$ 13	$ 16	$ 30	$ 40	$ 47
Portfolio turnover rate G	16% A	23%	34%	99%	161%	142%
AAnnualized BTotal returns for periods of less than one year are not annualized. CTotal returns would have been lower if certain expenses had not been reduced during the applicable periods shown. DTotal returns do not include the effect of the contingent deferred sales charge. ECalculated based on average shares outstanding during the period. FFees 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. GAmount does not include the portfolio activity of any underlying Fidelity Central Funds. HInvestment income per share reflects a large, non-recurring dividend which amounted to $.06 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been (1.04)%. IInvestment income per share reflects a large, non-recurring dividend which amounted to $.16 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been (.87)%. JInvestment income per share reflects a large, non-recurring dividend which amounted to $.03 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been (.80)%. KExpense 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.

Semiannual Report

Financial Highlights - Class C

	Six months ended May 31, 2013	Years ended November 30,
	(Unaudited)	2012	2011	2010	2009	2008
Selected Per-Share Data
Net asset value, beginning of period	$ 25.06	$ 20.64	$ 21.13	$ 17.29	$ 10.91	$ 28.51
Income from Investment Operations
Net investment income (loss) E	.03	(.17) H	(.05) I	(.12) J	(.05)	(.06)
Net realized and unrealized gain (loss)	4.23	4.59	(.44)	3.97	6.43	(13.24)
Total from investment operations	4.26	4.42	(.49)	3.85	6.38	(13.30)
Distributions from net realized gain	-	-	-	(.01)	-	(4.30)
Net asset value, end of period	$ 29.32	$ 25.06	$ 20.64	$ 21.13	$ 17.29	$ 10.91
Total Return B, C, D	17.00%	21.41%	(2.32)%	22.25%	58.48%	(54.80)%
Ratios to Average Net Assets F, K
Expenses before reductions	1.79% A	1.95%	1.92%	1.83%	1.78%	1.90%
Expenses net of fee waivers, if any	1.79% A	1.95%	1.92%	1.83%	1.78%	1.90%
Expenses net of all reductions	1.77% A	1.95%	1.92%	1.82%	1.77%	1.89%
Net investment income (loss)	.23% A	(.75)% H	(.24)% I	(.63)% J	(.36)%	(.31)%
Supplemental Data
Net assets, end of period (in millions)	$ 52	$ 43	$ 40	$ 49	$ 43	$ 32
Portfolio turnover rate G	16% A	23%	34%	99%	161%	142%
AAnnualized BTotal returns for periods of less than one year are not annualized. CTotal returns would have been lower if certain expenses had not been reduced during the applicable periods shown. DTotal returns do not include the effect of the contingent deferred sales charge. ECalculated based on average shares outstanding during the period. FFees 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. GAmount does not include the portfolio activity of any underlying Fidelity Central Funds. HInvestment income per share reflects a large, non-recurring dividend which amounted to $.06 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been (1.02)%. IInvestment income per share reflects a large, non-recurring dividend which amounted to $.16 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been (.86)%. JInvestment income per share reflects a large, non-recurring dividend which amounted to $.03 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been (.80)%. KExpense 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.

Semiannual Report

Financial Highlights - Fidelity Value Strategies Fund

	Six months ended May 31, 2013	Years ended November 30,
	(Unaudited)	2012	2011	2010	2009	2008
Selected Per-Share Data
Net asset value, beginning of period	$ 30.89	$ 25.37	$ 25.80	$ 20.89	$ 13.21	$ 33.60
Income from Investment Operations
Net investment income (loss) D	.22	.09 G	.22 H	.09 I	.11	.17
Net realized and unrealized gain (loss)	5.21	5.62	(.54)	4.83	7.73	(15.97)
Total from investment operations	5.43	5.71	(.32)	4.92	7.84	(15.80)
Distributions from net investment income	(.18)	(.19)	(.10) J	-	(.16)	-
Distributions from net realized gain	-	-	(.01) J	(.01)	-	(4.59)
Total distributions	(.18)	(.19)	(.11)	(.01)	(.16)	(4.59)
Net asset value, end of period	$ 36.14	$ 30.89	$ 25.37	$ 25.80	$ 20.89	$ 13.21
Total Return B, C	17.66%	22.69%	(1.29)%	23.54%	60.05%	(54.35)%
Ratios to Average Net Assets E, K
Expenses before reductions	.73% A	.89%	.88%	.81%	.78%	.89%
Expenses net of fee waivers, if any	.73% A	.89%	.88%	.81%	.78%	.89%
Expenses net of all reductions	.71% A	.89%	.88%	.80%	.77%	.88%
Net investment income (loss)	1.28% A	.31% G	.80% H	.39% I	.64%	.70%
Supplemental Data
Net assets, end of period (in millions)	$ 655	$ 396	$ 284	$ 360	$ 237	$ 122
Portfolio turnover rate F	16% A	23%	34%	99%	161%	142%
AAnnualized BTotal returns for periods of less than one year are not annualized. CTotal returns would have been lower if certain expenses had not been reduced during the applicable periods shown. DCalculated based on average shares outstanding during the period. EFees 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. FAmount does not include the portfolio activity of any underlying Fidelity Central Funds. GInvestment income per share reflects a large, non-recurring dividend which amounted to $.08 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been .04%. HInvestment income per share reflects a large, non-recurring dividend which amounted to $.16 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been .18%. IInvestment income per share reflects a large, non-recurring dividend which amounted to $.04 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been .22%. JThe amounts shown reflect certain reclassifications related to book to tax differences that were made in the year shown. KExpense 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.

Semiannual Report

Financial Highlights - Fidelity Value Strategies Fund Class K

	Six months ended May 31, 2013	Years ended November 30,
	(Unaudited)	2012	2011	2010	2009	2008 J
Selected Per-Share Data
Net asset value, beginning of period	$ 30.89	$ 25.38	$ 25.82	$ 20.86	$ 13.23	$ 26.92
Income from Investment Operations
Net investment income (loss) D	.24	.14 G	.28 H	.15 I	.16	.12
Net realized and unrealized gain (loss)	5.20	5.61	(.55)	4.82	7.70	(13.81)
Total from investment operations	5.44	5.75	(.27)	4.97	7.86	(13.69)
Distributions from net investment income	(.22)	(.24)	(.16) K	-	(.23)	-
Distributions from net realized gain	-	-	(.01) K	(.01)	-	-
Total distributions	(.22)	(.24)	(.17)	(.01)	(.23)	-
Net asset value, end of period	$ 36.11	$ 30.89	$ 25.38	$ 25.82	$ 20.86	$ 13.23
Total Return B, C	17.74%	22.93%	(1.11)%	23.81%	60.52%	(50.85)%
Ratios to Average Net Assets E, L
Expenses before reductions	.58% A	.71%	.68%	.58%	.51%	.65% A
Expenses net of fee waivers, if any	.58% A	.71%	.68%	.58%	.51%	.65% A
Expenses net of all reductions	.55% A	.71%	.68%	.56%	.49%	.64% A
Net investment income (loss)	1.44% A	.50% G	1.00% H	.62% I	.91%	1.38% A
Supplemental Data
Net assets, end of period (in millions)	$ 163	$ 70	$ 47	$ 47	$ 27	$ 5
Portfolio turnover rate F	16% A	23%	34%	99%	161%	142%

^AAnnualized ^BTotal returns for periods of less than one year are not annualized. ^CTotal returns would have been lower if certain expenses had not been reduced during the applicable periods shown. ^DCalculated based on average shares outstanding during the period. ^EFees 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. ^FAmount does not include the portfolio activity of any underlying Fidelity Central Funds. ^GInvestment income per share reflects a large, non-recurring dividend which amounted to $.08 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been .22%. ^HInvestment income per share reflects a large, non-recurring dividend which amounted to $.16 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been .38%. ^IInvestment income per share reflects a large, non-recurring dividend which amounted to $.04 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been .46%. ^JFor the period May 9, 2008 (commencement of sale of shares) to November 30, 2008. ^KThe amounts shown reflect certain reclassifications related to book to tax differences that were made in the year shown. ^LExpense 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.

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Financial Highlights - Institutional Class

	Six months ended May 31, 2013	Years ended November 30,
	(Unaudited)	2012	2011	2010	2009	2008
Selected Per-Share Data
Net asset value, beginning of period	$ 29.51	$ 24.26	$ 24.69	$ 19.97	$ 12.67	$ 32.43
Income from Investment Operations
Net investment income (loss) D	.20	.08 G	.22 H	.10 I	.11	.18
Net realized and unrealized gain (loss)	4.98	5.37	(.53)	4.63	7.38	(15.31)
Total from investment operations	5.18	5.45	(.31)	4.73	7.49	(15.13)
Distributions from net investment income	(.18)	(.20)	(.11) J	-	(.19)	-
Distributions from net realized gain	-	-	(.01) J	(.01)	-	(4.63)
Total distributions	(.18)	(.20)	(.12)	(.01)	(.19)	(4.63)
Net asset value, end of period	$ 34.51	$ 29.51	$ 24.26	$ 24.69	$ 19.97	$ 12.67
Total Return B, C	17.65%	22.67%	(1.30)%	23.67%	60.08%	(54.29)%
Ratios to Average Net Assets E, K
Expenses before reductions	.75% A	.90%	.86%	.74%	.70%	.80%
Expenses net of fee waivers, if any	.75% A	.90%	.86%	.74%	.70%	.80%
Expenses net of all reductions	.73% A	.90%	.86%	.73%	.69%	.79%
Net investment income (loss)	1.26% A	.31% G	.82% H	.46% I	.71%	.79%
Supplemental Data
Net assets, end of period (in millions)	$ 67	$ 66	$ 52	$ 53	$ 48	$ 45
Portfolio turnover rate F	16% A	23%	34%	99%	161%	142%
AAnnualized BTotal returns for periods of less than one year are not annualized. CTotal returns would have been lower if certain expenses had not been reduced during the applicable periods shown. DCalculated based on average shares outstanding during the period. EFees 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. FAmount does not include the portfolio activity of any underlying Fidelity Central Funds. GInvestment income per share reflects a large, non-recurring dividend which amounted to $.08 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been .03%. HInvestment income per share reflects a large, non-recurring dividend which amounted to $.16 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been .20%. IInvestment income per share reflects a large, non-recurring dividend which amounted to $.04 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been .29%. JThe amounts shown reflect certain reclassifications related to book to tax differences that were made in the year shown. KExpense 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.

Semiannual Report

Notes to Financial Statements

For the period ended May 31, 2013 (Unaudited)

(Amounts in thousands except percentages)

1. Organization.

Fidelity Advisor® Value Strategies Fund (the Fund) is a fund of Fidelity Advisor Series I (the Trust) and is authorized to issue an unlimited number of shares. The Trust is registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end management investment company organized as a Massachusetts business trust. The Fund offers Class A, Class T, Class C, Fidelity Value Strategies Fund, Fidelity Value Strategies Fund Class K and Institutional Class shares, each of which, along with Class B shares, has equal rights as to assets and voting privileges. Class B shares are closed to new accounts and additional purchases, except for exchanges and reinvestments. Each class has exclusive voting rights with respect to matters that affect that class. Class B shares will automatically convert to Class A shares after a holding period of seven years from the initial date of purchase.

2. Investments in Fidelity Central Funds.

The Fund invests in Fidelity Central Funds, which are open-end investment companies generally available only to other investment companies and accounts managed by Fidelity Management & Research Company (FMR) and its affiliates. The Fund's Schedule of Investments lists each of the Fidelity Central Funds held as of period end, if any, as an investment of the Fund, but does not include the underlying holdings of each Fidelity Central Fund. As an Investing Fund, the Fund indirectly bears its proportionate share of the expenses of the underlying Fidelity Central Funds.

The Money Market Central Funds seek preservation of capital and current income and are managed by Fidelity Investments Money Management, Inc. (FIMM), an affiliate of FMR.

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 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:

Semiannual Report

3. Significant Accounting Policies - continued

Investment Valuation. Investments are valued as of 4:00 p.m. Eastern time on the last calendar day of the period. In accordance with valuation policies and procedures approved by the Board of Trustees (the Board), the Fund attempts to obtain prices from one or more third party pricing vendors or brokers to value its investments. When current market prices, quotations or currency exchange rates are not readily available or reliable, investments will be fair valued in good faith by the FMR Fair Value Committee (the Committee), in accordance with procedures adopted by the Board. Factors used in determining fair value vary by investment type and may include market or investment specific events. The frequency with which these procedures are used cannot be predicted and they may be utilized to a significant extent. The Committee oversees the Fund's valuation policies and procedures and is responsible for approving and reporting to the Board all fair value determinations.

The Fund categorizes the inputs to valuation techniques used to value its investments into a disclosure hierarchy consisting of three levels as shown below:

Level 1 - quoted prices in active markets for identical investments

Level 2 - other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, etc.)

Level 3 - unobservable inputs (including the Fund's own assumptions based on the best information available)

Valuation techniques used to value the Fund's investments by major category are as follows:

Equity securities, including restricted securities, for which market quotations are readily available, are valued at the last reported sale price or official closing price as reported by a third party pricing vendor on the primary market or exchange on which they are traded and are categorized as Level 1 in the hierarchy. In the event there were no sales during the day or closing prices are not available, securities are valued at the last quoted bid price or may be valued using the last available price and are generally categorized as Level 2 in the hierarchy. For foreign equity securities, when market or security specific events arise, comparisons to the valuation of American Depositary Receipts (ADRs), futures contracts, Exchange-Traded Funds (ETFs) and certain indexes as well as quoted prices for similar securities may be used and would be categorized as Level 2 in the hierarchy. Utilizing these techniques may result in transfers between Level 1 and Level 2.

Investments in open-end mutual funds, including the Fidelity Central Funds, are valued at their closing net asset value (NAV) each business day and are categorized as Level 1 in the hierarchy.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except percentages)

3. Significant Accounting Policies - continued

Investment Valuation - continued

Changes in valuation techniques may result in transfers in or out of an assigned level within the disclosure hierarchy.

Foreign Currency. The Fund may use foreign currency contracts to facilitate transactions in foreign-denominated securities. Gains and losses from these transactions may arise from changes in the value of the foreign currency or if the counterparties do not perform under the contracts' terms.

Foreign-denominated assets, including investment securities, and liabilities are translated into U.S. dollars at the exchange rates at period end. Purchases and sales of investment securities, income and dividends received and expenses denominated in foreign currencies are translated into U.S. dollars at the exchange rate in effect on the transaction date.

The effects of exchange rate fluctuations on investments are included with the net realized and unrealized gain (loss) on investment securities. Other foreign currency transactions resulting in realized and unrealized gain (loss) are disclosed separately.

Investment Transactions and Income. For financial reporting purposes, the Fund's investment holdings and NAV include trades executed through the end of the last business day of the period. The NAV per share for processing shareholder transactions is calculated as of the close of business of the New York Stock Exchange (NYSE), normally 4:00 p.m. Eastern time and includes trades executed through the end of the prior business day. Gains and losses on securities sold are determined on the basis of identified cost and may include proceeds received from litigation. Dividend income is recorded on the ex-dividend date, except for certain dividends from foreign securities where the ex-dividend date may have passed, which are recorded as soon as the Fund is informed of the ex-dividend date. Non-cash dividends included in dividend income, if any, are recorded at the fair market value of the securities received. Distributions received on securities that represent a return of capital or capital gain are recorded as a reduction of cost of investments and/or as a realized gain. Subsequent to ex-dividend date the Fund determines the components of these distributions, based upon receipt of tax filings or other correspondence relating to the underlying investment. Interest income and distributions from the Fidelity Central Funds are accrued as earned. Interest income includes coupon interest and amortization of premium and accretion of discount on debt securities. Investment income is recorded net of foreign taxes withheld where recovery of such taxes is uncertain.

Class Allocations and Expenses. Investment income, realized and unrealized capital gains and losses, common expenses of the Fund, and certain fund-level expense reductions, if any, are allocated on a pro-rata basis to each class based on the relative net

Semiannual Report

3. Significant Accounting Policies - continued

Class Allocations and Expenses - continued

assets of each class to the total net assets of the Fund. Each class differs with respect to transfer agent and distribution and service plan fees incurred. Certain expense reductions may also differ by class. Expenses directly attributable to a fund are charged to that fund. Expenses attributable to more than one fund are allocated among the respective funds on the basis of relative net assets or other appropriate methods. Expense estimates are accrued in the period to which they relate and adjustments are made when actual amounts are known.

Income Tax Information and Distributions to Shareholders. Each year, the Fund intends to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code, including distributing substantially all of its taxable income and realized gains. As a result, no provision for income taxes is required. The Fund files a U.S. federal tax return, in addition to state and local tax returns as required. A fund's federal income tax returns are subject to examination by the Internal Revenue Service (IRS) for a period of three fiscal years after they are filed. State and local tax returns may be subject to examination for an additional fiscal year depending on the jurisdiction. Foreign taxes are provided for based on the Fund's understanding of the tax rules and rates that exist in the foreign markets in which it invests.

Distributions are declared and recorded on the ex-dividend date. Income dividends and capital gain distributions are declared separately for each class. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from GAAP. These differences resulted in distribution reclassifications for the period ended November 30, 2012.

Capital accounts within the financial statements are adjusted for permanent book-tax differences. These adjustments have no impact on net assets or the results of operations. Temporary book-tax differences will reverse in a subsequent period.

Book-tax differences are primarily due to foreign currency transactions, partnerships, market discount, deferred trustees compensation, capital loss carryforwards and losses deferred due to wash sales and excise tax regulations.

The federal tax cost of investment securities and unrealized appreciation (depreciation) as of period end were as follows:

Gross unrealized appreciation	$ 375,726
Gross unrealized depreciation	(21,466)
Net unrealized appreciation (depreciation) on securities and other investments	$ 354,260
Tax cost	$ 1,216,653

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except percentages)

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

Capital loss carryforwards are only available to offset future capital gains of the Fund to the extent provided by regulations and may be limited. Under the Regulated Investment Company Modernization Act of 2010 (the Act), the Fund is permitted to carry forward capital losses incurred in taxable years beginning after December 22, 2010 for an unlimited period and such capital losses are required to be used prior to any losses that expire. The capital loss carryforward information presented below, including any applicable limitation, is estimated as of fiscal period end and is subject to adjustment.

Fiscal year of expiration
2016	$ (135,603)
2017	(187,132)
Total capital loss carryforward	$ (322,735)

4. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $318,655 and $95,669, respectively.

5. Fees and Other Transactions with Affiliates.

Management Fee. FMR and its affiliates provide the Fund with investment management related services for which the Fund pays a monthly management fee. The management fee is the sum of an individual fund fee rate that is based on an annual rate of .30% of the Fund's average net assets and an annualized group fee rate that averaged .26% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by FMR. The group fee rate decreases as assets under management increase and increases as assets under management decrease. In addition, the management fee is subject to a performance adjustment (up to a maximum of ± .20% of the Fund's average net assets over a 36 month performance period). The upward or downward adjustment to the management fee is based on the relative investment performance of Fidelity Value Strategies Fund as compared to an appropriate benchmark index. For the period, the total annualized management fee rate, including the performance adjustment, was .47% of the Fund's average net assets.

Distribution and Service Plan Fees. In accordance with Rule 12b-1 of the 1940 Act, the Fund has adopted separate Distribution and Service Plans for each class of shares. Certain classes pay Fidelity Distributors Corporation (FDC), an affiliate of FMR, separate Distribution and Service Fees, each of which is based on an annual percentage of

Semiannual Report

5. Fees and Other Transactions with Affiliates - continued

Distribution and Service Plan Fees - continued

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%	$ 273	$ 1
Class T	.25%	.25%	759	3
Class B	.75%	.25%	62	47
Class C	.75%	.25%	236	12
			$ 1,330	$ 63

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	$ 14
Class T	6
Class B*	6
Class C*	1
	$ 27

* When Class B and Class C shares are initially sold, FDC pays commissions from its own resources to financial intermediaries through which the sales are made.

Transfer Agent Fees. Fidelity Investments Institutional Operations Company, Inc., (FIIOC), an affiliate of FMR, is the transfer, dividend disbursing and shareholder servicing agent for each class of the Fund. FIIOC receives account fees and asset-based fees that vary according to the account size and type of account of the shareholders of respective classes of the Fund, except for Class K. FIIOC receives an asset-based fee of Class K's average net assets. FIIOC pays for typesetting, printing and mailing of shareholder

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except percentages)

5. Fees and Other Transactions with Affiliates - continued

Transfer Agent Fees - continued

reports, except proxy statements. For the period, transfer agent fees for each class were as follows:

	Amount	% of Average Net Assets*
Class A	$ 291	.27
Class T	309	.20
Class B	18	.30
Class C	63	.26
Fidelity Value Strategies Fund	594	.21
Fidelity Value Strategies Fund Class K	30	.05
Institutional Class	75	.23
	$ 1,380

* Annualized

Accounting and Security Lending Fees. Fidelity Service Company, Inc. (FSC), an affiliate of FMR, maintains the Fund's accounting records. The accounting fee is based on the level of average net assets for each month. Under a separate contract, FSC administers the security lending program. The security lending fee is based on the number and duration of lending transactions.

Brokerage Commissions. The Fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of the investment adviser. Brokerage commissions are included in net realized gain (loss) and change in net unrealized appreciation (depreciation) in the Statement of Operations. The commissions paid to these affiliated firms were $8 for the period.

6. Committed Line of Credit.

The Fund participates with other funds managed by FMR or an affiliate in a $4.25 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro-rata portion of the line of credit, which amounted to $2 and is reflected in Miscellaneous expenses on the Statement of Operations. During the period, there were no borrowings on this line of credit.

7. Security Lending.

The Fund lends portfolio securities through a lending agent from time to time in order to earn additional income. For equity securities, a lending agent is used and may loan securities to certain qualified borrowers, including Fidelity Capital Markets (FCM), a

Semiannual Report

7. Security Lending - continued

broker-dealer affiliated with the Fund. On the settlement date of the loan, the Fund receives collateral (in the form of U.S. Treasury obligations, letters of credit and/or cash) against the loaned securities and maintains collateral in an amount not less than 100% of the market value of the loaned securities during the period of the loan. The market value of the loaned securities is determined at the close of business of the Fund and any additional required collateral is delivered to the Fund on the next business day. If the borrower defaults on its obligation to return the securities loaned because of insolvency or other reasons, the Fund may apply collateral received from the borrower against the obligation. The Fund may experience delays and costs in recovering the securities loaned. Any cash collateral received is invested in the Fidelity Securities Lending Cash Central Fund. The value of loaned securities and cash collateral at period end are disclosed on the Fund's Statement of Assets and Liabilities. The value of securities loaned to FCM at period end was $788. 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 $459, including $45 from securities loaned to FCM.

8. Expense Reductions.

Many of the brokers with whom FMR places trades on behalf of the Fund provided services to the Fund in addition to trade execution. These services included payments of certain expenses on behalf of the Fund totaling $152 for the period.

In addition, FMR reimbursed a portion of Fund's operating expenses during the period in the amount of $2.

9. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

	Six months ended May 31, 2013	Year ended November 30, 2012
From net investment income
Class A	$ 555	$ 998
Class T	167	760
Fidelity Value Strategies Fund	2,356	2,061
Fidelity Value Strategies Fund Class K	520	448
Institutional Class	395	412
Total	$ 3,993	$ 4,679

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except percentages)

10. Share Transactions.

Transactions for each class of shares were as follows:

	Shares		Dollars
	Six months ended May 31, 2013	Year ended November 30, 2012	Six months ended May 31, 2013	Year ended November 30, 2012
Class A
Shares sold	472	854	$ 14,216	$ 21,748
Reinvestment of distributions	18	42	513	917
Shares redeemed	(780)	(1,927)	(23,500)	(48,930)
Net increase (decrease)	(290)	(1,031)	$ (8,771)	$ (26,265)
Class T
Shares sold	517	878	$ 16,104	$ 23,229
Reinvestment of distributions	5	31	152	697
Shares redeemed	(1,004)	(2,697)	(31,379)	(69,951)
Net increase (decrease)	(482)	(1,788)	$ (15,123)	$ (46,025)
Class B
Shares sold	3	5	$ 70	$ 128
Reinvestment of distributions	-	-	-	-
Shares redeemed	(104)	(292)	(2,869)	(6,718)
Net increase (decrease)	(101)	(287)	$ (2,799)	$ (6,590)
Class C
Shares sold	228	217	$ 6,251	$ 5,049
Reinvestment of distributions	-	-	-	-
Shares redeemed	(191)	(454)	(5,216)	(10,427)
Net increase (decrease)	37	(237)	$ 1,035	$ (5,378)
Fidelity Value Strategies Fund
Shares sold	9,571	5,614	$ 317,123	$ 163,914
Reinvestment of distributions	73	81	2,266	1,967
Shares redeemed	(4,347)	(4,064)	(146,917)	(114,471)
Net increase (decrease)	5,297	1,631	$ 172,472	$ 51,410
Fidelity Value Strategies Fund Class K
Shares sold	2,927	1,339	$ 97,615	$ 38,174
Reinvestment of distributions	17	18	520	448
Shares redeemed	(679)	(943)	(23,218)	(26,603)
Net increase (decrease)	2,265	414	$ 74,917	$ 12,019
Institutional Class
Shares sold	391	903	$ 12,475	$ 25,700
Reinvestment of distributions	11	17	327	392
Shares redeemed	(687)	(822)	(21,771)	(21,824)
Net increase (decrease)	(285)	98	$ (8,969)	$ 4,268

Semiannual Report

11. Other.

The Fund's organizational documents provide former and current trustees and officers with a limited indemnification against liabilities arising in connection with the performance of their duties to the Fund. In the normal course of business, the Fund may also enter into contracts that provide general indemnifications. The Fund's maximum exposure under these arrangements is unknown as this would be dependent on future claims that may be made against the Fund. The risk of material loss from such claims is considered remote.

Semiannual 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

Brown Brothers Harriman & Co.
Boston, MA

(Fidelity Investment logo)(registered trademark)
Corporate Headquarters
245 Summer St., Boston, MA 02210
www.fidelity.com

SOI-K-USAN-0713
1.863338.104

(Fidelity Investment logo)(registered trademark)
Fidelity® Value Strategies Fund

(A Class of Fidelity Advisor® Value
Strategies Fund)

Semiannual Report

May 31, 2013

(Fidelity Cover Art)

Contents

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.

To view a fund's proxy voting guidelines and proxy voting record for the 12-month period ended June 30, visit http://www.fidelity.com/proxyvotingresults or visit the Securities and Exchange Commission's (SEC) web site at http://www.sec.gov. You may also call 1-800-544-8544 to request a free copy of the proxy voting guidelines.

Standard & Poor's, S&P and S&P 500 are registered service marks of The McGraw-Hill Companies, Inc. and have been licensed for use by Fidelity Distributors Corporation.

Other third-party marks appearing herein are the property of their respective owners.

All other marks appearing herein are registered or unregistered trademarks or service marks of FMR LLC or an affiliated company. © 2013 FMR LLC. All rights reserved.

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.

Semiannual Report

Shareholder Expense Example

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including sales charges (loads) on purchase payments or redemption proceeds, and (2) ongoing costs, including management fees, distribution and/or service (12b-1) fees and other Fund expenses. This Example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (December 1, 2012 to May 31, 2013).

Actual Expenses

The first line of the accompanying table for each class of the Fund provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000.00 (for example, an $8,600 account value divided by $1,000.00 = 8.6), then multiply the result by the number in the first line for a class of the Fund under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period. A small balance maintenance fee of $12.00 that is charged once a year may apply for certain accounts with a value of less than $2,000. This fee is not included in the table below. If it was, the estimate of expenses you paid during the period would be higher, and your ending account value lower, by this amount. In addition, the Fund, as a shareholder in the underlying Fidelity Central Funds, will indirectly bear its pro-rata share of the fees and expenses incurred by the underlying Fidelity Central Funds. These fees and expenses are not included in the Fund's annualized expense ratio used to calculate the expense estimate in the table below.

Hypothetical Example for Comparison Purposes

The second line of the accompanying table for each class of the Fund provides information about hypothetical account values and hypothetical expenses based on a Class' actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Class' actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds. A small balance maintenance fee of $12.00 that is charged once a year may apply for certain accounts with a value of less than $2,000. This fee is not included in the table below. If it was, the estimate of expenses you paid during the period would be higher, and your ending account value lower, by this amount. In addition, the Fund, as a shareholder in the underlying Fidelity Central Funds, will indirectly bear its pro-rata share of the fees and expenses incurred by the underlying Fidelity Central Funds. These fees and expenses are not included in the Fund's annualized expense ratio used to calculate the expense estimate in the table below.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transaction costs. Therefore, the second line of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

Semiannual Report

Shareholder Expense Example - continued

	Annualized Expense Ratio B	Beginning Account Value December 1, 2012	Ending Account Value May 31, 2013	Expenses Paid During Period* December 1, 2012 to May 31, 2013
Class A	1.04%
Actual		$ 1,000.00	$ 1,174.80	$ 5.64
HypotheticalA		$ 1,000.00	$ 1,019.75	$ 5.24
Class T	1.23%
Actual		$ 1,000.00	$ 1,173.50	$ 6.67
HypotheticalA		$ 1,000.00	$ 1,018.80	$ 6.19
Class B	1.83%
Actual		$ 1,000.00	$ 1,169.70	$ 9.90
HypotheticalA		$ 1,000.00	$ 1,015.81	$ 9.20
Class C	1.79%
Actual		$ 1,000.00	$ 1,170.00	$ 9.68
HypotheticalA		$ 1,000.00	$ 1,016.01	$ 9.00
Fidelity Value Strategies Fund	.73%
Actual		$ 1,000.00	$ 1,176.60	$ 3.96
HypotheticalA		$ 1,000.00	$ 1,021.29	$ 3.68
Fidelity Value Strategies Fund Class K	.58%
Actual		$ 1,000.00	$ 1,177.40	$ 3.15
HypotheticalA		$ 1,000.00	$ 1,022.04	$ 2.92
Institutional Class	.75%
Actual		$ 1,000.00	$ 1,176.50	$ 4.07
HypotheticalA		$ 1,000.00	$ 1,021.19	$ 3.78

^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 182/365 (to reflect the one-half year period).

Semiannual Report

Investment Changes (Unaudited)

Top Ten Stocks as of May 31, 2013
	% of fund's net assets	% of fund's net assets 6 months ago
LyondellBasell Industries NV Class A	6.5	6.7
Sanofi SA sponsored ADR	4.0	2.9
Cott Corp.	3.8	5.5
General Motors Co.	3.4	0.5
Symantec Corp.	3.3	0.0
Bank of America Corp.	3.1	0.0
Delphi Automotive PLC	2.6	1.5
Apple, Inc.	2.5	0.0
The Bon-Ton Stores, Inc.	2.5	1.1
AFLAC, Inc.	2.1	2.8
	33.8
Top Five Market Sectors as of May 31, 2013
	% of fund's net assets	% of fund's net assets 6 months ago
Consumer Discretionary	23.3	21.8
Health Care	13.3	12.4
Information Technology	12.5	7.7
Materials	10.5	12.0
Financials	10.2	9.4

Asset Allocation (% of fund's net assets)
As of May 31, 2013*			As of November 30, 2012**
	Stocks 93.3%			Stocks 89.9%
	Bonds 0.0%			Bonds 0.1%
	Convertible Securities 0.0%			Convertible Securities 0.0%†
	Short-Term Investments and Net Other Assets (Liabilities) 6.7%			Short-Term Investments and Net Other Assets (Liabilities) 10.0%
* Foreign investments		19.5%	** Foreign investments		20.9%

^† Amount represents less than 0.1%

Semiannual Report

Investments May 31, 2013 (Unaudited)

Showing Percentage of Net Assets

Common Stocks - 93.3%
	Shares		Value (000s)
CONSUMER DISCRETIONARY - 23.3%
Auto Components - 3.5%
Delphi Automotive PLC	794,777		$ 38,793
Tenneco, Inc. (a)	171,824		7,622
TRW Automotive Holdings Corp. (a)	91,400		5,790
			52,205
Automobiles - 3.9%
Bayerische Motoren Werke AG (BMW)	36,387		3,485
General Motors Co. (a)	1,496,836		50,728
Volkswagen AG	18,856		4,045
			58,258
Diversified Consumer Services - 0.9%
Service Corp. International	744,250		13,382
Hotels, Restaurants & Leisure - 2.2%
Ameristar Casinos, Inc.	192,820		5,052
Cedar Fair LP (depositary unit)	231,920		9,488
DineEquity, Inc.	86,934		6,293
Wyndham Worldwide Corp.	203,867		11,849
			32,682
Household Durables - 3.2%
Lennar Corp. Class A	212,200		8,344
PulteGroup, Inc. (a)	759,504		16,398
Ryland Group, Inc. (d)	151,400		6,855
Standard Pacific Corp. (a)(d)	1,903,450		16,846
			48,443
Leisure Equipment & Products - 0.8%
Hasbro, Inc. (d)	272,197		12,107
Media - 1.6%
Omnicom Group, Inc.	125,512		7,798
Regal Entertainment Group Class A (d)	379,300		6,714
Valassis Communications, Inc.	349,089		9,073
			23,585
Multiline Retail - 4.3%
Target Corp.	381,409		26,508
The Bon-Ton Stores, Inc. (d)(e)	1,735,217		36,943
			63,451
Specialty Retail - 2.9%
Asbury Automotive Group, Inc. (a)	350,441		14,438
Common Stocks - continued
	Shares		Value (000s)
CONSUMER DISCRETIONARY - continued
Specialty Retail - continued
CST Brands, Inc. (a)(d)	37,100		$ 1,127
GameStop Corp. Class A (d)	829,313		27,500
			43,065
TOTAL CONSUMER DISCRETIONARY			347,178
CONSUMER STAPLES - 6.3%
Beverages - 3.8%
Cott Corp. (d)(e)	6,920,243		56,670
Food & Staples Retailing - 0.9%
CVS Caremark Corp.	241,700		13,917
Food Products - 1.6%
Bunge Ltd.	54,100		3,765
Calavo Growers, Inc.	232,028		6,894
ConAgra Foods, Inc.	142,700		4,808
SunOpta, Inc. (a)	1,029,085		8,070
			23,537
TOTAL CONSUMER STAPLES			94,124
ENERGY - 5.2%
Energy Equipment & Services - 0.5%
Halliburton Co.	187,200		7,834
Oil, Gas & Consumable Fuels - 4.7%
Alpha Natural Resources, Inc. (a)	1,350,359		9,020
Denbury Resources, Inc. (a)	1,547,080		28,389
HollyFrontier Corp.	159,900		7,915
Marathon Oil Corp.	159,000		5,468
The Williams Companies, Inc.	154,500		5,435
Valero Energy Corp.	333,900		13,566
			69,793
TOTAL ENERGY			77,627
FINANCIALS - 10.2%
Commercial Banks - 3.6%
Regions Financial Corp.	812,863		7,421
U.S. Bancorp	879,484		30,835
Wells Fargo & Co.	384,870		15,606
			53,862
Common Stocks - continued
	Shares		Value (000s)
FINANCIALS - continued
Diversified Financial Services - 3.1%
Bank of America Corp.	3,422,113		$ 46,746
Insurance - 3.2%
AFLAC, Inc.	560,886		31,236
American International Group, Inc. (a)	205,698		9,145
Unum Group	245,860		7,002
			47,383
Real Estate Investment Trusts - 0.3%
Host Hotels & Resorts, Inc.	210,800		3,750
TOTAL FINANCIALS			151,741
HEALTH CARE - 13.3%
Health Care Equipment & Supplies - 4.0%
Alere, Inc. (a)	308,600		7,894
Boston Scientific Corp. (a)	1,820,900		16,825
C.R. Bard, Inc.	76,900		7,928
Covidien PLC	114,575		7,287
St. Jude Medical, Inc.	472,400		20,422
			60,356
Health Care Providers & Services - 2.0%
DaVita, Inc. (a)	80,798		10,025
Universal Health Services, Inc. Class B	284,414		19,664
			29,689
Life Sciences Tools & Services - 1.0%
Agilent Technologies, Inc.	184,300		8,376
PerkinElmer, Inc.	211,600		6,627
			15,003
Pharmaceuticals - 6.3%
Johnson & Johnson	191,600		16,129
Merck & Co., Inc.	398,700		18,619
Sanofi SA sponsored ADR	1,109,944		58,927
			93,675
TOTAL HEALTH CARE			198,723
INDUSTRIALS - 6.3%
Aerospace & Defense - 2.9%
Alliant Techsystems, Inc.	177,500		13,937
Esterline Technologies Corp. (a)	101,822		7,473
Common Stocks - continued
	Shares		Value (000s)
INDUSTRIALS - continued
Aerospace & Defense - continued
Honeywell International, Inc.	142,300		$ 11,165
Textron, Inc.	223,717		6,031
United Technologies Corp.	49,700		4,717
			43,323
Building Products - 0.5%
Armstrong World Industries, Inc. (a)	77,022		4,003
Owens Corning (a)	73,911		3,230
			7,233
Electrical Equipment - 0.3%
Regal-Beloit Corp.	63,554		4,291
Industrial Conglomerates - 0.5%
Carlisle Companies, Inc.	100,460		6,571
Machinery - 2.1%
Blount International, Inc. (a)	292,004		3,919
Deere & Co.	112,300		9,782
Ingersoll-Rand PLC	212,400		12,219
Stanley Black & Decker, Inc.	74,137		5,873
			31,793
TOTAL INDUSTRIALS			93,211
INFORMATION TECHNOLOGY - 12.5%
Communications Equipment - 0.3%
Cisco Systems, Inc.	215,300		5,184
Computers & Peripherals - 2.5%
Apple, Inc.	82,580		37,135
IT Services - 0.8%
Fidelity National Information Services, Inc.	268,430		12,053
Semiconductors & Semiconductor Equipment - 4.4%
Fairchild Semiconductor International, Inc. (a)	320,000		4,643
Intersil Corp. Class A	345,143		2,830
KLA-Tencor Corp.	174,580		9,827
MagnaChip Semiconductor Corp. (a)	998,200		18,467
Micron Technology, Inc. (a)	929,483		10,856
ON Semiconductor Corp. (a)	1,214,770		10,398
Spansion, Inc. Class A (a)	641,043		8,782
			65,803
Software - 4.5%
Microsoft Corp.	438,024		15,278
Common Stocks - continued
	Shares		Value (000s)
INFORMATION TECHNOLOGY - continued
Software - continued
Nuance Communications, Inc. (a)	152,500		$ 2,898
Symantec Corp.	2,158,771		48,335
			66,511
TOTAL INFORMATION TECHNOLOGY			186,686
MATERIALS - 10.5%
Chemicals - 10.2%
Ashland, Inc.	86,800		7,718
Axiall Corp.	88,226		3,807
Innophos Holdings, Inc.	153,933		7,786
LyondellBasell Industries NV Class A	1,457,392		97,136
PPG Industries, Inc.	153,705		23,611
W.R. Grace & Co. (a)	136,728		11,555
			151,613
Metals & Mining - 0.3%
Carpenter Technology Corp.	86,796		4,180
Haynes International, Inc.	18,860		923
			5,103
TOTAL MATERIALS			156,716
TELECOMMUNICATION SERVICES - 0.8%
Diversified Telecommunication Services - 0.8%
Level 3 Communications, Inc. (a)	569,139		12,197
UTILITIES - 4.9%
Electric Utilities - 1.0%
FirstEnergy Corp.	241,669		9,428
NextEra Energy, Inc.	71,100		5,377
			14,805
Independent Power Producers & Energy Traders - 2.5%
Calpine Corp. (a)	839,263		17,045
The AES Corp.	1,721,200		20,999
			38,044
Common Stocks - continued
	Shares		Value (000s)
UTILITIES - continued
Multi-Utilities - 1.4%
Alliant Energy Corp.	114,800		$ 5,655
Sempra Energy	183,139		14,889
			20,544
TOTAL UTILITIES			73,393
TOTAL COMMON STOCKS (Cost $1,033,228)		1,391,596
Money Market Funds - 12.0%
Fidelity Cash Central Fund, 0.12% (b)	97,795,927		97,796
Fidelity Securities Lending Cash Central Fund, 0.12% (b)(c)	81,521,386		81,521
TOTAL MONEY MARKET FUNDS (Cost $179,317)		179,317
TOTAL INVESTMENT PORTFOLIO - 105.3% (Cost $1,212,545)			1,570,913
NET OTHER ASSETS (LIABILITIES) - (5.3)%			(78,962)
NET ASSETS - 100%		$ 1,491,951

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 are available on the SEC's website or upon request.

(c) Investment made with cash collateral received from securities on loan.

(d) Security or a portion of the security is on loan at period end.

(e) Affiliated company

Affiliated Central Funds

Information regarding fiscal year to date income earned by the Fund from investments in Fidelity Central Funds is as follows:

Fund	Income earned (Amounts in thousands)
Fidelity Cash Central Fund	$ 117
Fidelity Securities Lending Cash Central Fund	459
Total	$ 576

Other Affiliated Issuers

An affiliated company is a company in which the Fund has ownership of at least 5% of the voting securities. Fiscal year to date transactions with companies which are or were affiliates are as follows:

Affiliate (Amounts in thousands)	Value, beginning of period	Purchases	Sales Proceeds	Dividend Income	Value, end of period
Cott Corp.	$ 59,355	$ -	$ -	$ 688	$ 56,670
The Bon-Ton Stores, Inc.	11,279	14,142	-	104	36,943
Total	$ 70,634	$ 14,142	$ -	$ 792	$ 93,613

Other Information

All investments are categorized as level 1 under the Fair Value Hierarchy. The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs, please refer to the Investment Valuation section in the accompanying Notes to Financial Statements.

Distribution of investments by country or territory of incorporation, as a percentage of total net assets, is as follows. (Unaudited)

United States of America	80.5%
Netherlands	6.5%
Canada	4.3%
France	4.0%
Bailiwick of Jersey	2.6%
Ireland	1.3%
Others (Individually Less Than 1%)	0.8%
	100.0%

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Financial Statements

Statement of Assets and Liabilities

Amounts in thousands (except per-share amounts)	May 31, 2013 (Unaudited)
Assets
Investment in securities, at value (including securities loaned of $78,228) - See accompanying schedule: Unaffiliated issuers (cost $958,340)	$ 1,297,983
Fidelity Central Funds (cost $179,317)	179,317
Other affiliated issuers (cost $74,888)	93,613
Total Investments (cost $1,212,545)		$ 1,570,913
Receivable for fund shares sold		1,209
Dividends receivable		4,442
Interest receivable		39
Distributions receivable from Fidelity Central Funds		116
Receivable from investment adviser for expense reductions		2
Other receivables		11
Total assets		1,576,732
Liabilities
Payable for fund shares redeemed	2,158
Accrued management fee	558
Distribution and service plan fees payable	233
Other affiliated payables	280
Other payables and accrued expenses	31
Collateral on securities loaned, at value	81,521
Total liabilities		84,781
Net Assets		$ 1,491,951
Net Assets consist of:
Paid in capital		$ 1,450,980
Undistributed net investment income		5,882
Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions		(323,274)
Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies		358,363
Net Assets		$ 1,491,951

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Financial Statements - continued

Statement of Assets and Liabilities - continued

Amounts in thousands (except per-share amounts)	May 31, 2013 (Unaudited)
Calculation of Maximum Offering Price Class A: Net Asset Value and redemption price per share ($227,947 ÷ 7,044.0 shares)		$ 32.36
Maximum offering price per share (100/94.25 of $32.36)		$ 34.33
Class T: Net Asset Value and redemption price per share ($315,740 ÷ 9,418.4 shares)		$ 33.52
Maximum offering price per share (100/96.50 of $33.52)		$ 34.74
Class B: Net Asset Value and offering price per share ($11,850 ÷ 399.8 shares)A		$ 29.64
Class C: Net Asset Value and offering price per share ($51,613 ÷ 1,760.1 shares)A		$ 29.32
Fidelity Value Strategies Fund: Net Asset Value, offering price and redemption price per share ($654,747 ÷ 18,119.0 shares)		$ 36.14
Fidelity Value Strategies Fund Class K: Net Asset Value, offering price and redemption price per share ($163,249 ÷ 4,521.0 shares)		$ 36.11
Institutional Class: Net Asset Value, offering price and redemption price per share ($66,805 ÷ 1,935.8 shares)		$ 34.51

^A Redemption price per share is equal to net asset value less any applicable contingent deferred sales charge.

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Statement of Operations

Amounts in thousands	Six months ended May 31, 2013 (Unaudited)
Investment Income
Dividends (including $792 earned from other affiliated issuers)		$ 12,820
Interest		42
Income from Fidelity Central Funds		576
Total income		13,438
Expenses
Management fee Basic fee	$ 3,729
Performance adjustment	(572)
Transfer agent fees	1,380
Distribution and service plan fees	1,330
Accounting and security lending fees	221
Custodian fees and expenses	8
Independent trustees' compensation	4
Registration fees	122
Audit	37
Legal	2
Miscellaneous	5
Total expenses before reductions	6,266
Expense reductions	(154)	6,112
Net investment income (loss)		7,326
Realized and Unrealized Gain (Loss) Net realized gain (loss) on:
Investment securities:
Unaffiliated issuers	3,136
Foreign currency transactions	(4)
Total net realized gain (loss)		3,132
Change in net unrealized appreciation (depreciation) on: Investment securities	199,997
Assets and liabilities in foreign currencies	(1)
Total change in net unrealized appreciation (depreciation)		199,996
Net gain (loss)		203,128
Net increase (decrease) in net assets resulting from operations		$ 210,454

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Financial Statements - continued

Statement of Changes in Net Assets

Amounts in thousands	Six months ended May 31, 2013 (Unaudited)	Year ended November 30, 2012
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$ 7,326	$ 539
Net realized gain (loss)	3,132	42,952
Change in net unrealized appreciation (depreciation)	199,996	147,048
Net increase (decrease) in net assets resulting from operations	210,454	190,539
Distributions to shareholders from net investment income	(3,993)	(4,679)
Share transactions - net increase (decrease)	212,762	(16,561)
Total increase (decrease) in net assets	419,223	169,299
Net Assets
Beginning of period	1,072,728	903,429
End of period (including undistributed net investment income of $5,882 and undistributed net investment income of $2,549, respectively)	$ 1,491,951	$ 1,072,728

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Financial Highlights - Class A

	Six months ended May 31, 2013	Years ended November 30,
	(Unaudited)	2012	2011	2010	2009	2008
Selected Per-Share Data
Net asset value, beginning of period	$ 27.62	$ 22.71	$ 23.11	$ 18.77	$ 11.87	$ 30.67
Income from Investment Operations
Net investment income (loss) E	.15	- H	.13 I	.03 J	.06	.10
Net realized and unrealized gain (loss)	4.67	5.03	(.49)	4.32	6.96	(14.37)
Total from investment operations	4.82	5.03	(.36)	4.35	7.02	(14.27)
Distributions from net investment income	(.08)	(.12)	(.03) K	-	(.12)	-
Distributions from net realized gain	-	-	(.01) K	(.01)	-	(4.53)
Total distributions	(.08)	(.12)	(.04)	(.01)	(.12)	(4.53)
Net asset value, end of period	$ 32.36	$ 27.62	$ 22.71	$ 23.11	$ 18.77	$ 11.87
Total Return B, C, D	17.48%	22.29%	(1.57)%	23.16%	59.70%	(54.45)%
Ratios to Average Net Assets F, L
Expenses before reductions	1.04% A	1.21%	1.18%	1.08%	1.03%	1.14%
Expenses net of fee waivers, if any	1.04% A	1.21%	1.18%	1.08%	1.03%	1.14%
Expenses net of all reductions	1.02% A	1.21%	1.17%	1.07%	1.02%	1.14%
Net investment income (loss)	.97% A	-% H	.51% I	.12% J	.39%	.45%
Supplemental Data
Net assets, end of period (in millions)	$ 228	$ 203	$ 190	$ 221	$ 206	$ 139
Portfolio turnover rate G	16% A	23%	34%	99%	161%	142%
AAnnualized BTotal returns for periods of less than one year are not annualized. CTotal returns would have been lower if certain expenses had not been reduced during the applicable periods shown. DTotal returns do not include the effect of the sales charges. ECalculated based on average shares outstanding during the period. FFees 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. GAmount does not include the portfolio activity of any underlying Fidelity Central Funds. HInvestment income per share reflects a large, non-recurring dividend which amounted to $.07 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been (.28)%. IInvestment income per share reflects a large, non-recurring dividend which amounted to $.16 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been (.11)%. JInvestment income per share reflects a large, non-recurring dividend which amounted to $.04 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been (.05)%. KThe amounts shown reflect certain reclassifications related to book to tax differences that were made in the year shown. LExpense 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.

Semiannual Report

Financial Highlights - Class T

	Six months ended May 31, 2013	Years ended November 30,
	(Unaudited)	2012	2011	2010	2009	2008
Selected Per-Share Data
Net asset value, beginning of period	$ 28.58	$ 23.48	$ 23.90	$ 19.44	$ 12.25	$ 31.48
Income from Investment Operations
Net investment income (loss) E	.12	(.05) H	.08 I	(.01) J	.03	.06
Net realized and unrealized gain (loss)	4.84	5.22	(.50)	4.48	7.21	(14.84)
Total from investment operations	4.96	5.17	(.42)	4.47	7.24	(14.78)
Distributions from net investment income	(.02)	(.07)	-	-	(.05)	-
Distributions from net realized gain	-	-	-	(.01)	-	(4.45)
Total distributions	(.02)	(.07)	-	(.01)	(.05)	(4.45)
Net asset value, end of period	$ 33.52	$ 28.58	$ 23.48	$ 23.90	$ 19.44	$ 12.25
Total Return B, C, D	17.35%	22.08%	(1.76)%	22.98%	59.40%	(54.56)%
Ratios to Average Net Assets F, K
Expenses before reductions	1.23% A	1.38%	1.35%	1.26%	1.24%	1.33%
Expenses net of fee waivers, if any	1.23% A	1.38%	1.35%	1.26%	1.24%	1.33%
Expenses net of all reductions	1.21% A	1.38%	1.35%	1.25%	1.22%	1.32%
Net investment income (loss)	.79% A	(.17)% H	.33% I	(.06)% J	.18%	.26%
Supplemental Data
Net assets, end of period (in millions)	$ 316	$ 283	$ 274	$ 344	$ 339	$ 253
Portfolio turnover rate G	16% A	23%	34%	99%	161%	142%
AAnnualized BTotal returns for periods of less than one year are not annualized. CTotal returns would have been lower if certain expenses had not been reduced during the applicable periods shown. DTotal returns do not include the effect of the sales charges. ECalculated based on average shares outstanding during the period. FFees 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. GAmount does not include the portfolio activity of any underlying Fidelity Central Funds. HInvestment income per share reflects a large, non-recurring dividend which amounted to $.07 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been (.45)%. IInvestment income per share reflects a large, non-recurring dividend which amounted to $.16 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been (.29)%. JInvestment income per share reflects a large, non-recurring dividend which amounted to $.04 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been (.23)%. KExpense 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.

Semiannual Report

Financial Highlights - Class B

	Six months ended May 31, 2013	Years ended November 30,
	(Unaudited)	2012	2011	2010	2009	2008
Selected Per-Share Data
Net asset value, beginning of period	$ 25.34	$ 20.87	$ 21.37	$ 17.48	$ 11.03	$ 28.74
Income from Investment Operations
Net investment income (loss) E	.03	(.18) H	(.06) I	(.13) J	(.05)	(.06)
Net realized and unrealized gain (loss)	4.27	4.65	(.44)	4.03	6.50	(13.38)
Total from investment operations	4.30	4.47	(.50)	3.90	6.45	(13.44)
Distributions from net realized gain	-	-	-	(.01)	-	(4.27)
Net asset value, end of period	$ 29.64	$ 25.34	$ 20.87	$ 21.37	$ 17.48	$ 11.03
Total Return B, C, D	16.97%	21.42%	(2.34)%	22.29%	58.48%	(54.80)%
Ratios to Average Net Assets F, K
Expenses before reductions	1.83% A	1.97%	1.93%	1.83%	1.78%	1.90%
Expenses net of fee waivers, if any	1.83% A	1.97%	1.93%	1.83%	1.78%	1.90%
Expenses net of all reductions	1.81% A	1.97%	1.93%	1.82%	1.77%	1.89%
Net investment income (loss)	.19% A	(.76)% H	(.25)% I	(.64)% J	(.36)%	(.31)%
Supplemental Data
Net assets, end of period (in millions)	$ 12	$ 13	$ 16	$ 30	$ 40	$ 47
Portfolio turnover rate G	16% A	23%	34%	99%	161%	142%
AAnnualized BTotal returns for periods of less than one year are not annualized. CTotal returns would have been lower if certain expenses had not been reduced during the applicable periods shown. DTotal returns do not include the effect of the contingent deferred sales charge. ECalculated based on average shares outstanding during the period. FFees 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. GAmount does not include the portfolio activity of any underlying Fidelity Central Funds. HInvestment income per share reflects a large, non-recurring dividend which amounted to $.06 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been (1.04)%. IInvestment income per share reflects a large, non-recurring dividend which amounted to $.16 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been (.87)%. JInvestment income per share reflects a large, non-recurring dividend which amounted to $.03 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been (.80)%. KExpense 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.

Semiannual Report

Financial Highlights - Class C

	Six months ended May 31, 2013	Years ended November 30,
	(Unaudited)	2012	2011	2010	2009	2008
Selected Per-Share Data
Net asset value, beginning of period	$ 25.06	$ 20.64	$ 21.13	$ 17.29	$ 10.91	$ 28.51
Income from Investment Operations
Net investment income (loss) E	.03	(.17) H	(.05) I	(.12) J	(.05)	(.06)
Net realized and unrealized gain (loss)	4.23	4.59	(.44)	3.97	6.43	(13.24)
Total from investment operations	4.26	4.42	(.49)	3.85	6.38	(13.30)
Distributions from net realized gain	-	-	-	(.01)	-	(4.30)
Net asset value, end of period	$ 29.32	$ 25.06	$ 20.64	$ 21.13	$ 17.29	$ 10.91
Total Return B, C, D	17.00%	21.41%	(2.32)%	22.25%	58.48%	(54.80)%
Ratios to Average Net Assets F, K
Expenses before reductions	1.79% A	1.95%	1.92%	1.83%	1.78%	1.90%
Expenses net of fee waivers, if any	1.79% A	1.95%	1.92%	1.83%	1.78%	1.90%
Expenses net of all reductions	1.77% A	1.95%	1.92%	1.82%	1.77%	1.89%
Net investment income (loss)	.23% A	(.75)% H	(.24)% I	(.63)% J	(.36)%	(.31)%
Supplemental Data
Net assets, end of period (in millions)	$ 52	$ 43	$ 40	$ 49	$ 43	$ 32
Portfolio turnover rate G	16% A	23%	34%	99%	161%	142%
AAnnualized BTotal returns for periods of less than one year are not annualized. CTotal returns would have been lower if certain expenses had not been reduced during the applicable periods shown. DTotal returns do not include the effect of the contingent deferred sales charge. ECalculated based on average shares outstanding during the period. FFees 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. GAmount does not include the portfolio activity of any underlying Fidelity Central Funds. HInvestment income per share reflects a large, non-recurring dividend which amounted to $.06 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been (1.02)%. IInvestment income per share reflects a large, non-recurring dividend which amounted to $.16 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been (.86)%. JInvestment income per share reflects a large, non-recurring dividend which amounted to $.03 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been (.80)%. KExpense 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.

Semiannual Report

Financial Highlights - Fidelity Value Strategies Fund

	Six months ended May 31, 2013	Years ended November 30,
	(Unaudited)	2012	2011	2010	2009	2008
Selected Per-Share Data
Net asset value, beginning of period	$ 30.89	$ 25.37	$ 25.80	$ 20.89	$ 13.21	$ 33.60
Income from Investment Operations
Net investment income (loss) D	.22	.09 G	.22 H	.09 I	.11	.17
Net realized and unrealized gain (loss)	5.21	5.62	(.54)	4.83	7.73	(15.97)
Total from investment operations	5.43	5.71	(.32)	4.92	7.84	(15.80)
Distributions from net investment income	(.18)	(.19)	(.10) J	-	(.16)	-
Distributions from net realized gain	-	-	(.01) J	(.01)	-	(4.59)
Total distributions	(.18)	(.19)	(.11)	(.01)	(.16)	(4.59)
Net asset value, end of period	$ 36.14	$ 30.89	$ 25.37	$ 25.80	$ 20.89	$ 13.21
Total Return B, C	17.66%	22.69%	(1.29)%	23.54%	60.05%	(54.35)%
Ratios to Average Net Assets E, K
Expenses before reductions	.73% A	.89%	.88%	.81%	.78%	.89%
Expenses net of fee waivers, if any	.73% A	.89%	.88%	.81%	.78%	.89%
Expenses net of all reductions	.71% A	.89%	.88%	.80%	.77%	.88%
Net investment income (loss)	1.28% A	.31% G	.80% H	.39% I	.64%	.70%
Supplemental Data
Net assets, end of period (in millions)	$ 655	$ 396	$ 284	$ 360	$ 237	$ 122
Portfolio turnover rate F	16% A	23%	34%	99%	161%	142%
AAnnualized BTotal returns for periods of less than one year are not annualized. CTotal returns would have been lower if certain expenses had not been reduced during the applicable periods shown. DCalculated based on average shares outstanding during the period. EFees 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. FAmount does not include the portfolio activity of any underlying Fidelity Central Funds. GInvestment income per share reflects a large, non-recurring dividend which amounted to $.08 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been .04%. HInvestment income per share reflects a large, non-recurring dividend which amounted to $.16 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been .18%. IInvestment income per share reflects a large, non-recurring dividend which amounted to $.04 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been .22%. JThe amounts shown reflect certain reclassifications related to book to tax differences that were made in the year shown. KExpense 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.

Semiannual Report

Financial Highlights - Fidelity Value Strategies Fund Class K

	Six months ended May 31, 2013	Years ended November 30,
	(Unaudited)	2012	2011	2010	2009	2008 J
Selected Per-Share Data
Net asset value, beginning of period	$ 30.89	$ 25.38	$ 25.82	$ 20.86	$ 13.23	$ 26.92
Income from Investment Operations
Net investment income (loss) D	.24	.14 G	.28 H	.15 I	.16	.12
Net realized and unrealized gain (loss)	5.20	5.61	(.55)	4.82	7.70	(13.81)
Total from investment operations	5.44	5.75	(.27)	4.97	7.86	(13.69)
Distributions from net investment income	(.22)	(.24)	(.16) K	-	(.23)	-
Distributions from net realized gain	-	-	(.01) K	(.01)	-	-
Total distributions	(.22)	(.24)	(.17)	(.01)	(.23)	-
Net asset value, end of period	$ 36.11	$ 30.89	$ 25.38	$ 25.82	$ 20.86	$ 13.23
Total Return B, C	17.74%	22.93%	(1.11)%	23.81%	60.52%	(50.85)%
Ratios to Average Net Assets E, L
Expenses before reductions	.58% A	.71%	.68%	.58%	.51%	.65% A
Expenses net of fee waivers, if any	.58% A	.71%	.68%	.58%	.51%	.65% A
Expenses net of all reductions	.55% A	.71%	.68%	.56%	.49%	.64% A
Net investment income (loss)	1.44% A	.50% G	1.00% H	.62% I	.91%	1.38% A
Supplemental Data
Net assets, end of period (in millions)	$ 163	$ 70	$ 47	$ 47	$ 27	$ 5
Portfolio turnover rate F	16% A	23%	34%	99%	161%	142%

^AAnnualized ^BTotal returns for periods of less than one year are not annualized. ^CTotal returns would have been lower if certain expenses had not been reduced during the applicable periods shown. ^DCalculated based on average shares outstanding during the period. ^EFees 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. ^FAmount does not include the portfolio activity of any underlying Fidelity Central Funds. ^GInvestment income per share reflects a large, non-recurring dividend which amounted to $.08 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been .22%. ^HInvestment income per share reflects a large, non-recurring dividend which amounted to $.16 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been .38%. ^IInvestment income per share reflects a large, non-recurring dividend which amounted to $.04 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been .46%. ^JFor the period May 9, 2008 (commencement of sale of shares) to November 30, 2008. ^KThe amounts shown reflect certain reclassifications related to book to tax differences that were made in the year shown. ^LExpense 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.

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Financial Highlights - Institutional Class

	Six months ended May 31, 2013	Years ended November 30,
	(Unaudited)	2012	2011	2010	2009	2008
Selected Per-Share Data
Net asset value, beginning of period	$ 29.51	$ 24.26	$ 24.69	$ 19.97	$ 12.67	$ 32.43
Income from Investment Operations
Net investment income (loss) D	.20	.08 G	.22 H	.10 I	.11	.18
Net realized and unrealized gain (loss)	4.98	5.37	(.53)	4.63	7.38	(15.31)
Total from investment operations	5.18	5.45	(.31)	4.73	7.49	(15.13)
Distributions from net investment income	(.18)	(.20)	(.11) J	-	(.19)	-
Distributions from net realized gain	-	-	(.01) J	(.01)	-	(4.63)
Total distributions	(.18)	(.20)	(.12)	(.01)	(.19)	(4.63)
Net asset value, end of period	$ 34.51	$ 29.51	$ 24.26	$ 24.69	$ 19.97	$ 12.67
Total Return B, C	17.65%	22.67%	(1.30)%	23.67%	60.08%	(54.29)%
Ratios to Average Net Assets E, K
Expenses before reductions	.75% A	.90%	.86%	.74%	.70%	.80%
Expenses net of fee waivers, if any	.75% A	.90%	.86%	.74%	.70%	.80%
Expenses net of all reductions	.73% A	.90%	.86%	.73%	.69%	.79%
Net investment income (loss)	1.26% A	.31% G	.82% H	.46% I	.71%	.79%
Supplemental Data
Net assets, end of period (in millions)	$ 67	$ 66	$ 52	$ 53	$ 48	$ 45
Portfolio turnover rate F	16% A	23%	34%	99%	161%	142%
AAnnualized BTotal returns for periods of less than one year are not annualized. CTotal returns would have been lower if certain expenses had not been reduced during the applicable periods shown. DCalculated based on average shares outstanding during the period. EFees 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. FAmount does not include the portfolio activity of any underlying Fidelity Central Funds. GInvestment income per share reflects a large, non-recurring dividend which amounted to $.08 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been .03%. HInvestment income per share reflects a large, non-recurring dividend which amounted to $.16 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been .20%. IInvestment income per share reflects a large, non-recurring dividend which amounted to $.04 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been .29%. JThe amounts shown reflect certain reclassifications related to book to tax differences that were made in the year shown. KExpense 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.

Semiannual Report

Notes to Financial Statements

For the period ended May 31, 2013 (Unaudited)

(Amounts in thousands except percentages)

1. Organization.

Fidelity Advisor® Value Strategies Fund (the Fund) is a fund of Fidelity Advisor Series I (the Trust) and is authorized to issue an unlimited number of shares. The Trust is registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end management investment company organized as a Massachusetts business trust. The Fund offers Class A, Class T, Class C, Fidelity Value Strategies Fund, Fidelity Value Strategies Fund Class K and Institutional Class shares, each of which, along with Class B shares, has equal rights as to assets and voting privileges. Class B shares are closed to new accounts and additional purchases, except for exchanges and reinvestments. Each class has exclusive voting rights with respect to matters that affect that class. Class B shares will automatically convert to Class A shares after a holding period of seven years from the initial date of purchase.

2. Investments in Fidelity Central Funds.

The Fund invests in Fidelity Central Funds, which are open-end investment companies generally available only to other investment companies and accounts managed by Fidelity Management & Research Company (FMR) and its affiliates. The Fund's Schedule of Investments lists each of the Fidelity Central Funds held as of period end, if any, as an investment of the Fund, but does not include the underlying holdings of each Fidelity Central Fund. As an Investing Fund, the Fund indirectly bears its proportionate share of the expenses of the underlying Fidelity Central Funds.

The Money Market Central Funds seek preservation of capital and current income and are managed by Fidelity Investments Money Management, Inc. (FIMM), an affiliate of FMR.

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 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:

Semiannual Report

3. Significant Accounting Policies - continued

Investment Valuation. Investments are valued as of 4:00 p.m. Eastern time on the last calendar day of the period. In accordance with valuation policies and procedures approved by the Board of Trustees (the Board), the Fund attempts to obtain prices from one or more third party pricing vendors or brokers to value its investments. When current market prices, quotations or currency exchange rates are not readily available or reliable, investments will be fair valued in good faith by the FMR Fair Value Committee (the Committee), in accordance with procedures adopted by the Board. Factors used in determining fair value vary by investment type and may include market or investment specific events. The frequency with which these procedures are used cannot be predicted and they may be utilized to a significant extent. The Committee oversees the Fund's valuation policies and procedures and is responsible for approving and reporting to the Board all fair value determinations.

The Fund categorizes the inputs to valuation techniques used to value its investments into a disclosure hierarchy consisting of three levels as shown below:

Level 1 - quoted prices in active markets for identical investments

Level 2 - other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, etc.)

Level 3 - unobservable inputs (including the Fund's own assumptions based on the best information available)

Valuation techniques used to value the Fund's investments by major category are as follows:

Equity securities, including restricted securities, for which market quotations are readily available, are valued at the last reported sale price or official closing price as reported by a third party pricing vendor on the primary market or exchange on which they are traded and are categorized as Level 1 in the hierarchy. In the event there were no sales during the day or closing prices are not available, securities are valued at the last quoted bid price or may be valued using the last available price and are generally categorized as Level 2 in the hierarchy. For foreign equity securities, when market or security specific events arise, comparisons to the valuation of American Depositary Receipts (ADRs), futures contracts, Exchange-Traded Funds (ETFs) and certain indexes as well as quoted prices for similar securities may be used and would be categorized as Level 2 in the hierarchy. Utilizing these techniques may result in transfers between Level 1 and Level 2.

Investments in open-end mutual funds, including the Fidelity Central Funds, are valued at their closing net asset value (NAV) each business day and are categorized as Level 1 in the hierarchy.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except percentages)

3. Significant Accounting Policies - continued

Investment Valuation - continued

Changes in valuation techniques may result in transfers in or out of an assigned level within the disclosure hierarchy.

Foreign Currency. The Fund may use foreign currency contracts to facilitate transactions in foreign-denominated securities. Gains and losses from these transactions may arise from changes in the value of the foreign currency or if the counterparties do not perform under the contracts' terms.

Foreign-denominated assets, including investment securities, and liabilities are translated into U.S. dollars at the exchange rates at period end. Purchases and sales of investment securities, income and dividends received and expenses denominated in foreign currencies are translated into U.S. dollars at the exchange rate in effect on the transaction date.

The effects of exchange rate fluctuations on investments are included with the net realized and unrealized gain (loss) on investment securities. Other foreign currency transactions resulting in realized and unrealized gain (loss) are disclosed separately.

Investment Transactions and Income. For financial reporting purposes, the Fund's investment holdings and NAV include trades executed through the end of the last business day of the period. The NAV per share for processing shareholder transactions is calculated as of the close of business of the New York Stock Exchange (NYSE), normally 4:00 p.m. Eastern time and includes trades executed through the end of the prior business day. Gains and losses on securities sold are determined on the basis of identified cost and may include proceeds received from litigation. Dividend income is recorded on the ex-dividend date, except for certain dividends from foreign securities where the ex-dividend date may have passed, which are recorded as soon as the Fund is informed of the ex-dividend date. Non-cash dividends included in dividend income, if any, are recorded at the fair market value of the securities received. Distributions received on securities that represent a return of capital or capital gain are recorded as a reduction of cost of investments and/or as a realized gain. Subsequent to ex-dividend date the Fund determines the components of these distributions, based upon receipt of tax filings or other correspondence relating to the underlying investment. Interest income and distributions from the Fidelity Central Funds are accrued as earned. Interest income includes coupon interest and amortization of premium and accretion of discount on debt securities. Investment income is recorded net of foreign taxes withheld where recovery of such taxes is uncertain.

Class Allocations and Expenses. Investment income, realized and unrealized capital gains and losses, common expenses of the Fund, and certain fund-level expense reductions, if any, are allocated on a pro-rata basis to each class based on the relative net

Semiannual Report

3. Significant Accounting Policies - continued

Class Allocations and Expenses - continued

assets of each class to the total net assets of the Fund. Each class differs with respect to transfer agent and distribution and service plan fees incurred. Certain expense reductions may also differ by class. Expenses directly attributable to a fund are charged to that fund. Expenses attributable to more than one fund are allocated among the respective funds on the basis of relative net assets or other appropriate methods. Expense estimates are accrued in the period to which they relate and adjustments are made when actual amounts are known.

Income Tax Information and Distributions to Shareholders. Each year, the Fund intends to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code, including distributing substantially all of its taxable income and realized gains. As a result, no provision for income taxes is required. The Fund files a U.S. federal tax return, in addition to state and local tax returns as required. A fund's federal income tax returns are subject to examination by the Internal Revenue Service (IRS) for a period of three fiscal years after they are filed. State and local tax returns may be subject to examination for an additional fiscal year depending on the jurisdiction. Foreign taxes are provided for based on the Fund's understanding of the tax rules and rates that exist in the foreign markets in which it invests.

Distributions are declared and recorded on the ex-dividend date. Income dividends and capital gain distributions are declared separately for each class. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from GAAP. These differences resulted in distribution reclassifications for the period ended November 30, 2012.

Capital accounts within the financial statements are adjusted for permanent book-tax differences. These adjustments have no impact on net assets or the results of operations. Temporary book-tax differences will reverse in a subsequent period.

Book-tax differences are primarily due to foreign currency transactions, partnerships, market discount, deferred trustees compensation, capital loss carryforwards and losses deferred due to wash sales and excise tax regulations.

The federal tax cost of investment securities and unrealized appreciation (depreciation) as of period end were as follows:

Gross unrealized appreciation	$ 375,726
Gross unrealized depreciation	(21,466)
Net unrealized appreciation (depreciation) on securities and other investments	$ 354,260
Tax cost	$ 1,216,653

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except percentages)

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

Capital loss carryforwards are only available to offset future capital gains of the Fund to the extent provided by regulations and may be limited. Under the Regulated Investment Company Modernization Act of 2010 (the Act), the Fund is permitted to carry forward capital losses incurred in taxable years beginning after December 22, 2010 for an unlimited period and such capital losses are required to be used prior to any losses that expire. The capital loss carryforward information presented below, including any applicable limitation, is estimated as of fiscal period end and is subject to adjustment.

Fiscal year of expiration
2016	$ (135,603)
2017	(187,132)
Total capital loss carryforward	$ (322,735)

4. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $318,655 and $95,669, respectively.

5. Fees and Other Transactions with Affiliates.

Management Fee. FMR and its affiliates provide the Fund with investment management related services for which the Fund pays a monthly management fee. The management fee is the sum of an individual fund fee rate that is based on an annual rate of .30% of the Fund's average net assets and an annualized group fee rate that averaged .26% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by FMR. The group fee rate decreases as assets under management increase and increases as assets under management decrease. In addition, the management fee is subject to a performance adjustment (up to a maximum of ± .20% of the Fund's average net assets over a 36 month performance period). The upward or downward adjustment to the management fee is based on the relative investment performance of Fidelity Value Strategies Fund as compared to an appropriate benchmark index. For the period, the total annualized management fee rate, including the performance adjustment, was .47% of the Fund's average net assets.

Distribution and Service Plan Fees. In accordance with Rule 12b-1 of the 1940 Act, the Fund has adopted separate Distribution and Service Plans for each class of shares. Certain classes pay Fidelity Distributors Corporation (FDC), an affiliate of FMR, separate Distribution and Service Fees, each of which is based on an annual percentage of

Semiannual Report

5. Fees and Other Transactions with Affiliates - continued

Distribution and Service Plan Fees - continued

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%	$ 273	$ 1
Class T	.25%	.25%	759	3
Class B	.75%	.25%	62	47
Class C	.75%	.25%	236	12
			$ 1,330	$ 63

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	$ 14
Class T	6
Class B*	6
Class C*	1
	$ 27

* When Class B and Class C shares are initially sold, FDC pays commissions from its own resources to financial intermediaries through which the sales are made.

Transfer Agent Fees. Fidelity Investments Institutional Operations Company, Inc., (FIIOC), an affiliate of FMR, is the transfer, dividend disbursing and shareholder servicing agent for each class of the Fund. FIIOC receives account fees and asset-based fees that vary according to the account size and type of account of the shareholders of respective classes of the Fund, except for Class K. FIIOC receives an asset-based fee of Class K's average net assets. FIIOC pays for typesetting, printing and mailing of shareholder

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except percentages)

5. Fees and Other Transactions with Affiliates - continued

Transfer Agent Fees - continued

reports, except proxy statements. For the period, transfer agent fees for each class were as follows:

	Amount	% of Average Net Assets*
Class A	$ 291	.27
Class T	309	.20
Class B	18	.30
Class C	63	.26
Fidelity Value Strategies Fund	594	.21
Fidelity Value Strategies Fund Class K	30	.05
Institutional Class	75	.23
	$ 1,380

* Annualized

Accounting and Security Lending Fees. Fidelity Service Company, Inc. (FSC), an affiliate of FMR, maintains the Fund's accounting records. The accounting fee is based on the level of average net assets for each month. Under a separate contract, FSC administers the security lending program. The security lending fee is based on the number and duration of lending transactions.

Brokerage Commissions. The Fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of the investment adviser. Brokerage commissions are included in net realized gain (loss) and change in net unrealized appreciation (depreciation) in the Statement of Operations. The commissions paid to these affiliated firms were $8 for the period.

6. Committed Line of Credit.

The Fund participates with other funds managed by FMR or an affiliate in a $4.25 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro-rata portion of the line of credit, which amounted to $2 and is reflected in Miscellaneous expenses on the Statement of Operations. During the period, there were no borrowings on this line of credit.

7. Security Lending.

The Fund lends portfolio securities through a lending agent from time to time in order to earn additional income. For equity securities, a lending agent is used and may loan securities to certain qualified borrowers, including Fidelity Capital Markets (FCM), a

Semiannual Report

7. Security Lending - continued

broker-dealer affiliated with the Fund. On the settlement date of the loan, the Fund receives collateral (in the form of U.S. Treasury obligations, letters of credit and/or cash) against the loaned securities and maintains collateral in an amount not less than 100% of the market value of the loaned securities during the period of the loan. The market value of the loaned securities is determined at the close of business of the Fund and any additional required collateral is delivered to the Fund on the next business day. If the borrower defaults on its obligation to return the securities loaned because of insolvency or other reasons, the Fund may apply collateral received from the borrower against the obligation. The Fund may experience delays and costs in recovering the securities loaned. Any cash collateral received is invested in the Fidelity Securities Lending Cash Central Fund. The value of loaned securities and cash collateral at period end are disclosed on the Fund's Statement of Assets and Liabilities. The value of securities loaned to FCM at period end was $788. 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 $459, including $45 from securities loaned to FCM.

8. Expense Reductions.

Many of the brokers with whom FMR places trades on behalf of the Fund provided services to the Fund in addition to trade execution. These services included payments of certain expenses on behalf of the Fund totaling $152 for the period.

In addition, FMR reimbursed a portion of Fund's operating expenses during the period in the amount of $2.

9. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

	Six months ended May 31, 2013	Year ended November 30, 2012
From net investment income
Class A	$ 555	$ 998
Class T	167	760
Fidelity Value Strategies Fund	2,356	2,061
Fidelity Value Strategies Fund Class K	520	448
Institutional Class	395	412
Total	$ 3,993	$ 4,679

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except percentages)

10. Share Transactions.

Transactions for each class of shares were as follows:

	Shares		Dollars
	Six months ended May 31, 2013	Year ended November 30, 2012	Six months ended May 31, 2013	Year ended November 30, 2012
Class A
Shares sold	472	854	$ 14,216	$ 21,748
Reinvestment of distributions	18	42	513	917
Shares redeemed	(780)	(1,927)	(23,500)	(48,930)
Net increase (decrease)	(290)	(1,031)	$ (8,771)	$ (26,265)
Class T
Shares sold	517	878	$ 16,104	$ 23,229
Reinvestment of distributions	5	31	152	697
Shares redeemed	(1,004)	(2,697)	(31,379)	(69,951)
Net increase (decrease)	(482)	(1,788)	$ (15,123)	$ (46,025)
Class B
Shares sold	3	5	$ 70	$ 128
Reinvestment of distributions	-	-	-	-
Shares redeemed	(104)	(292)	(2,869)	(6,718)
Net increase (decrease)	(101)	(287)	$ (2,799)	$ (6,590)
Class C
Shares sold	228	217	$ 6,251	$ 5,049
Reinvestment of distributions	-	-	-	-
Shares redeemed	(191)	(454)	(5,216)	(10,427)
Net increase (decrease)	37	(237)	$ 1,035	$ (5,378)
Fidelity Value Strategies Fund
Shares sold	9,571	5,614	$ 317,123	$ 163,914
Reinvestment of distributions	73	81	2,266	1,967
Shares redeemed	(4,347)	(4,064)	(146,917)	(114,471)
Net increase (decrease)	5,297	1,631	$ 172,472	$ 51,410
Fidelity Value Strategies Fund Class K
Shares sold	2,927	1,339	$ 97,615	$ 38,174
Reinvestment of distributions	17	18	520	448
Shares redeemed	(679)	(943)	(23,218)	(26,603)
Net increase (decrease)	2,265	414	$ 74,917	$ 12,019
Institutional Class
Shares sold	391	903	$ 12,475	$ 25,700
Reinvestment of distributions	11	17	327	392
Shares redeemed	(687)	(822)	(21,771)	(21,824)
Net increase (decrease)	(285)	98	$ (8,969)	$ 4,268

Semiannual Report

11. Other.

The Fund's organizational documents provide former and current trustees and officers with a limited indemnification against liabilities arising in connection with the performance of their duties to the Fund. In the normal course of business, the Fund may also enter into contracts that provide general indemnifications. The Fund's maximum exposure under these arrangements is unknown as this would be dependent on future claims that may be made against the Fund. The risk of material loss from such claims is considered remote.

Semiannual 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

Brown Brothers Harriman & Co.
Boston, MA

The Fidelity Telephone Connection

Mutual Fund 24-Hour Service

Exchanges/Redemptions and
Account Assistance 1-800-544-6666

Product Information 1-800-544-6666

Retirement Accounts 1-800-544-4774
(8 a.m. - 9 p.m.)

TDD Service 1-800-544-0118
for the deaf and hearing impaired
(9 a.m. - 9 p.m. Eastern time)

Fidelity Automated Service
Telephone (FAST®)
1-800-544-5555

Automated line for quickest service

(Fidelity Investment logo)(registered trademark)
Corporate Headquarters
245 Summer St., Boston, MA 02210
www.fidelity.com

SOI-USAN-0713
1.786807.110

(Fidelity Investment logo)(registered trademark)
Fidelity Advisor®

Value Strategies

Fund - Class A, Class T, Class B
and Class C

Semiannual Report

May 31, 2013

(Fidelity Cover Art)

Contents

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.

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.

All other marks appearing herein are registered or unregistered trademarks or service marks of FMR LLC or an affiliated company. © 2013 FMR LLC. All rights reserved.

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.

Semiannual Report

Shareholder Expense Example

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including sales charges (loads) on purchase payments or redemption proceeds, and (2) ongoing costs, including management fees, distribution and/or service (12b-1) fees and other Fund expenses. This Example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (December 1, 2012 to May 31, 2013).

Actual Expenses

The first line of the accompanying table for each class of the Fund provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000.00 (for example, an $8,600 account value divided by $1,000.00 = 8.6), then multiply the result by the number in the first line for a class of the Fund under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period. A small balance maintenance fee of $12.00 that is charged once a year may apply for certain accounts with a value of less than $2,000. This fee is not included in the table below. If it was, the estimate of expenses you paid during the period would be higher, and your ending account value lower, by this amount. In addition, the Fund, as a shareholder in the underlying Fidelity Central Funds, will indirectly bear its pro-rata share of the fees and expenses incurred by the underlying Fidelity Central Funds. These fees and expenses are not included in the Fund's annualized expense ratio used to calculate the expense estimate in the table below.

Hypothetical Example for Comparison Purposes

The second line of the accompanying table for each class of the Fund provides information about hypothetical account values and hypothetical expenses based on a Class' actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Class' actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds. A small balance maintenance fee of $12.00 that is charged once a year may apply for certain accounts with a value of less than $2,000. This fee is not included in the table below. If it was, the estimate of expenses you paid during the period would be higher, and your ending account value lower, by this amount. In addition, the Fund, as a shareholder in the underlying Fidelity Central Funds, will indirectly bear its pro-rata share of the fees and expenses incurred by the underlying Fidelity Central Funds. These fees and expenses are not included in the Fund's annualized expense ratio used to calculate the expense estimate in the table below.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transaction costs. Therefore, the second line of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

Semiannual Report

Shareholder Expense Example - continued

	Annualized Expense Ratio B	Beginning Account Value December 1, 2012	Ending Account Value May 31, 2013	Expenses Paid During Period* December 1, 2012 to May 31, 2013
Class A	1.04%
Actual		$ 1,000.00	$ 1,174.80	$ 5.64
HypotheticalA		$ 1,000.00	$ 1,019.75	$ 5.24
Class T	1.23%
Actual		$ 1,000.00	$ 1,173.50	$ 6.67
HypotheticalA		$ 1,000.00	$ 1,018.80	$ 6.19
Class B	1.83%
Actual		$ 1,000.00	$ 1,169.70	$ 9.90
HypotheticalA		$ 1,000.00	$ 1,015.81	$ 9.20
Class C	1.79%
Actual		$ 1,000.00	$ 1,170.00	$ 9.68
HypotheticalA		$ 1,000.00	$ 1,016.01	$ 9.00
Fidelity Value Strategies Fund	.73%
Actual		$ 1,000.00	$ 1,176.60	$ 3.96
HypotheticalA		$ 1,000.00	$ 1,021.29	$ 3.68
Fidelity Value Strategies Fund Class K	.58%
Actual		$ 1,000.00	$ 1,177.40	$ 3.15
HypotheticalA		$ 1,000.00	$ 1,022.04	$ 2.92
Institutional Class	.75%
Actual		$ 1,000.00	$ 1,176.50	$ 4.07
HypotheticalA		$ 1,000.00	$ 1,021.19	$ 3.78

^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 182/365 (to reflect the one-half year period).

Semiannual Report

Investment Changes (Unaudited)

Top Ten Stocks as of May 31, 2013
	% of fund's net assets	% of fund's net assets 6 months ago
LyondellBasell Industries NV Class A	6.5	6.7
Sanofi SA sponsored ADR	4.0	2.9
Cott Corp.	3.8	5.5
General Motors Co.	3.4	0.5
Symantec Corp.	3.3	0.0
Bank of America Corp.	3.1	0.0
Delphi Automotive PLC	2.6	1.5
Apple, Inc.	2.5	0.0
The Bon-Ton Stores, Inc.	2.5	1.1
AFLAC, Inc.	2.1	2.8
	33.8
Top Five Market Sectors as of May 31, 2013
	% of fund's net assets	% of fund's net assets 6 months ago
Consumer Discretionary	23.3	21.8
Health Care	13.3	12.4
Information Technology	12.5	7.7
Materials	10.5	12.0
Financials	10.2	9.4

Asset Allocation (% of fund's net assets)
As of May 31, 2013*			As of November 30, 2012**
	Stocks 93.3%			Stocks 89.9%
	Bonds 0.0%			Bonds 0.1%
	Convertible Securities 0.0%			Convertible Securities 0.0%†
	Short-Term Investments and Net Other Assets (Liabilities) 6.7%			Short-Term Investments and Net Other Assets (Liabilities) 10.0%
* Foreign investments		19.5%	** Foreign investments		20.9%

^† Amount represents less than 0.1%

Semiannual Report

Investments May 31, 2013 (Unaudited)

Showing Percentage of Net Assets

Common Stocks - 93.3%
	Shares		Value (000s)
CONSUMER DISCRETIONARY - 23.3%
Auto Components - 3.5%
Delphi Automotive PLC	794,777		$ 38,793
Tenneco, Inc. (a)	171,824		7,622
TRW Automotive Holdings Corp. (a)	91,400		5,790
			52,205
Automobiles - 3.9%
Bayerische Motoren Werke AG (BMW)	36,387		3,485
General Motors Co. (a)	1,496,836		50,728
Volkswagen AG	18,856		4,045
			58,258
Diversified Consumer Services - 0.9%
Service Corp. International	744,250		13,382
Hotels, Restaurants & Leisure - 2.2%
Ameristar Casinos, Inc.	192,820		5,052
Cedar Fair LP (depositary unit)	231,920		9,488
DineEquity, Inc.	86,934		6,293
Wyndham Worldwide Corp.	203,867		11,849
			32,682
Household Durables - 3.2%
Lennar Corp. Class A	212,200		8,344
PulteGroup, Inc. (a)	759,504		16,398
Ryland Group, Inc. (d)	151,400		6,855
Standard Pacific Corp. (a)(d)	1,903,450		16,846
			48,443
Leisure Equipment & Products - 0.8%
Hasbro, Inc. (d)	272,197		12,107
Media - 1.6%
Omnicom Group, Inc.	125,512		7,798
Regal Entertainment Group Class A (d)	379,300		6,714
Valassis Communications, Inc.	349,089		9,073
			23,585
Multiline Retail - 4.3%
Target Corp.	381,409		26,508
The Bon-Ton Stores, Inc. (d)(e)	1,735,217		36,943
			63,451
Specialty Retail - 2.9%
Asbury Automotive Group, Inc. (a)	350,441		14,438
Common Stocks - continued
	Shares		Value (000s)
CONSUMER DISCRETIONARY - continued
Specialty Retail - continued
CST Brands, Inc. (a)(d)	37,100		$ 1,127
GameStop Corp. Class A (d)	829,313		27,500
			43,065
TOTAL CONSUMER DISCRETIONARY			347,178
CONSUMER STAPLES - 6.3%
Beverages - 3.8%
Cott Corp. (d)(e)	6,920,243		56,670
Food & Staples Retailing - 0.9%
CVS Caremark Corp.	241,700		13,917
Food Products - 1.6%
Bunge Ltd.	54,100		3,765
Calavo Growers, Inc.	232,028		6,894
ConAgra Foods, Inc.	142,700		4,808
SunOpta, Inc. (a)	1,029,085		8,070
			23,537
TOTAL CONSUMER STAPLES			94,124
ENERGY - 5.2%
Energy Equipment & Services - 0.5%
Halliburton Co.	187,200		7,834
Oil, Gas & Consumable Fuels - 4.7%
Alpha Natural Resources, Inc. (a)	1,350,359		9,020
Denbury Resources, Inc. (a)	1,547,080		28,389
HollyFrontier Corp.	159,900		7,915
Marathon Oil Corp.	159,000		5,468
The Williams Companies, Inc.	154,500		5,435
Valero Energy Corp.	333,900		13,566
			69,793
TOTAL ENERGY			77,627
FINANCIALS - 10.2%
Commercial Banks - 3.6%
Regions Financial Corp.	812,863		7,421
U.S. Bancorp	879,484		30,835
Wells Fargo & Co.	384,870		15,606
			53,862
Common Stocks - continued
	Shares		Value (000s)
FINANCIALS - continued
Diversified Financial Services - 3.1%
Bank of America Corp.	3,422,113		$ 46,746
Insurance - 3.2%
AFLAC, Inc.	560,886		31,236
American International Group, Inc. (a)	205,698		9,145
Unum Group	245,860		7,002
			47,383
Real Estate Investment Trusts - 0.3%
Host Hotels & Resorts, Inc.	210,800		3,750
TOTAL FINANCIALS			151,741
HEALTH CARE - 13.3%
Health Care Equipment & Supplies - 4.0%
Alere, Inc. (a)	308,600		7,894
Boston Scientific Corp. (a)	1,820,900		16,825
C.R. Bard, Inc.	76,900		7,928
Covidien PLC	114,575		7,287
St. Jude Medical, Inc.	472,400		20,422
			60,356
Health Care Providers & Services - 2.0%
DaVita, Inc. (a)	80,798		10,025
Universal Health Services, Inc. Class B	284,414		19,664
			29,689
Life Sciences Tools & Services - 1.0%
Agilent Technologies, Inc.	184,300		8,376
PerkinElmer, Inc.	211,600		6,627
			15,003
Pharmaceuticals - 6.3%
Johnson & Johnson	191,600		16,129
Merck & Co., Inc.	398,700		18,619
Sanofi SA sponsored ADR	1,109,944		58,927
			93,675
TOTAL HEALTH CARE			198,723
INDUSTRIALS - 6.3%
Aerospace & Defense - 2.9%
Alliant Techsystems, Inc.	177,500		13,937
Esterline Technologies Corp. (a)	101,822		7,473
Common Stocks - continued
	Shares		Value (000s)
INDUSTRIALS - continued
Aerospace & Defense - continued
Honeywell International, Inc.	142,300		$ 11,165
Textron, Inc.	223,717		6,031
United Technologies Corp.	49,700		4,717
			43,323
Building Products - 0.5%
Armstrong World Industries, Inc. (a)	77,022		4,003
Owens Corning (a)	73,911		3,230
			7,233
Electrical Equipment - 0.3%
Regal-Beloit Corp.	63,554		4,291
Industrial Conglomerates - 0.5%
Carlisle Companies, Inc.	100,460		6,571
Machinery - 2.1%
Blount International, Inc. (a)	292,004		3,919
Deere & Co.	112,300		9,782
Ingersoll-Rand PLC	212,400		12,219
Stanley Black & Decker, Inc.	74,137		5,873
			31,793
TOTAL INDUSTRIALS			93,211
INFORMATION TECHNOLOGY - 12.5%
Communications Equipment - 0.3%
Cisco Systems, Inc.	215,300		5,184
Computers & Peripherals - 2.5%
Apple, Inc.	82,580		37,135
IT Services - 0.8%
Fidelity National Information Services, Inc.	268,430		12,053
Semiconductors & Semiconductor Equipment - 4.4%
Fairchild Semiconductor International, Inc. (a)	320,000		4,643
Intersil Corp. Class A	345,143		2,830
KLA-Tencor Corp.	174,580		9,827
MagnaChip Semiconductor Corp. (a)	998,200		18,467
Micron Technology, Inc. (a)	929,483		10,856
ON Semiconductor Corp. (a)	1,214,770		10,398
Spansion, Inc. Class A (a)	641,043		8,782
			65,803
Software - 4.5%
Microsoft Corp.	438,024		15,278
Common Stocks - continued
	Shares		Value (000s)
INFORMATION TECHNOLOGY - continued
Software - continued
Nuance Communications, Inc. (a)	152,500		$ 2,898
Symantec Corp.	2,158,771		48,335
			66,511
TOTAL INFORMATION TECHNOLOGY			186,686
MATERIALS - 10.5%
Chemicals - 10.2%
Ashland, Inc.	86,800		7,718
Axiall Corp.	88,226		3,807
Innophos Holdings, Inc.	153,933		7,786
LyondellBasell Industries NV Class A	1,457,392		97,136
PPG Industries, Inc.	153,705		23,611
W.R. Grace & Co. (a)	136,728		11,555
			151,613
Metals & Mining - 0.3%
Carpenter Technology Corp.	86,796		4,180
Haynes International, Inc.	18,860		923
			5,103
TOTAL MATERIALS			156,716
TELECOMMUNICATION SERVICES - 0.8%
Diversified Telecommunication Services - 0.8%
Level 3 Communications, Inc. (a)	569,139		12,197
UTILITIES - 4.9%
Electric Utilities - 1.0%
FirstEnergy Corp.	241,669		9,428
NextEra Energy, Inc.	71,100		5,377
			14,805
Independent Power Producers & Energy Traders - 2.5%
Calpine Corp. (a)	839,263		17,045
The AES Corp.	1,721,200		20,999
			38,044
Common Stocks - continued
	Shares		Value (000s)
UTILITIES - continued
Multi-Utilities - 1.4%
Alliant Energy Corp.	114,800		$ 5,655
Sempra Energy	183,139		14,889
			20,544
TOTAL UTILITIES			73,393
TOTAL COMMON STOCKS (Cost $1,033,228)		1,391,596
Money Market Funds - 12.0%
Fidelity Cash Central Fund, 0.12% (b)	97,795,927		97,796
Fidelity Securities Lending Cash Central Fund, 0.12% (b)(c)	81,521,386		81,521
TOTAL MONEY MARKET FUNDS (Cost $179,317)		179,317
TOTAL INVESTMENT PORTFOLIO - 105.3% (Cost $1,212,545)			1,570,913
NET OTHER ASSETS (LIABILITIES) - (5.3)%			(78,962)
NET ASSETS - 100%		$ 1,491,951

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 are available on the SEC's website or upon request.

(c) Investment made with cash collateral received from securities on loan.

(d) Security or a portion of the security is on loan at period end.

(e) Affiliated company

Affiliated Central Funds

Information regarding fiscal year to date income earned by the Fund from investments in Fidelity Central Funds is as follows:

Fund	Income earned (Amounts in thousands)
Fidelity Cash Central Fund	$ 117
Fidelity Securities Lending Cash Central Fund	459
Total	$ 576

Other Affiliated Issuers

An affiliated company is a company in which the Fund has ownership of at least 5% of the voting securities. Fiscal year to date transactions with companies which are or were affiliates are as follows:

Affiliate (Amounts in thousands)	Value, beginning of period	Purchases	Sales Proceeds	Dividend Income	Value, end of period
Cott Corp.	$ 59,355	$ -	$ -	$ 688	$ 56,670
The Bon-Ton Stores, Inc.	11,279	14,142	-	104	36,943
Total	$ 70,634	$ 14,142	$ -	$ 792	$ 93,613

Other Information

All investments are categorized as level 1 under the Fair Value Hierarchy. The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs, please refer to the Investment Valuation section in the accompanying Notes to Financial Statements.

Distribution of investments by country or territory of incorporation, as a percentage of total net assets, is as follows. (Unaudited)

United States of America	80.5%
Netherlands	6.5%
Canada	4.3%
France	4.0%
Bailiwick of Jersey	2.6%
Ireland	1.3%
Others (Individually Less Than 1%)	0.8%
	100.0%

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Financial Statements

Statement of Assets and Liabilities

Amounts in thousands (except per-share amounts)	May 31, 2013 (Unaudited)
Assets
Investment in securities, at value (including securities loaned of $78,228) - See accompanying schedule: Unaffiliated issuers (cost $958,340)	$ 1,297,983
Fidelity Central Funds (cost $179,317)	179,317
Other affiliated issuers (cost $74,888)	93,613
Total Investments (cost $1,212,545)		$ 1,570,913
Receivable for fund shares sold		1,209
Dividends receivable		4,442
Interest receivable		39
Distributions receivable from Fidelity Central Funds		116
Receivable from investment adviser for expense reductions		2
Other receivables		11
Total assets		1,576,732
Liabilities
Payable for fund shares redeemed	2,158
Accrued management fee	558
Distribution and service plan fees payable	233
Other affiliated payables	280
Other payables and accrued expenses	31
Collateral on securities loaned, at value	81,521
Total liabilities		84,781
Net Assets		$ 1,491,951
Net Assets consist of:
Paid in capital		$ 1,450,980
Undistributed net investment income		5,882
Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions		(323,274)
Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies		358,363
Net Assets		$ 1,491,951

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Financial Statements - continued

Statement of Assets and Liabilities - continued

Amounts in thousands (except per-share amounts)	May 31, 2013 (Unaudited)
Calculation of Maximum Offering Price Class A: Net Asset Value and redemption price per share ($227,947 ÷ 7,044.0 shares)		$ 32.36
Maximum offering price per share (100/94.25 of $32.36)		$ 34.33
Class T: Net Asset Value and redemption price per share ($315,740 ÷ 9,418.4 shares)		$ 33.52
Maximum offering price per share (100/96.50 of $33.52)		$ 34.74
Class B: Net Asset Value and offering price per share ($11,850 ÷ 399.8 shares)A		$ 29.64
Class C: Net Asset Value and offering price per share ($51,613 ÷ 1,760.1 shares)A		$ 29.32
Fidelity Value Strategies Fund: Net Asset Value, offering price and redemption price per share ($654,747 ÷ 18,119.0 shares)		$ 36.14
Fidelity Value Strategies Fund Class K: Net Asset Value, offering price and redemption price per share ($163,249 ÷ 4,521.0 shares)		$ 36.11
Institutional Class: Net Asset Value, offering price and redemption price per share ($66,805 ÷ 1,935.8 shares)		$ 34.51

^A Redemption price per share is equal to net asset value less any applicable contingent deferred sales charge.

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Statement of Operations

Amounts in thousands	Six months ended May 31, 2013 (Unaudited)
Investment Income
Dividends (including $792 earned from other affiliated issuers)		$ 12,820
Interest		42
Income from Fidelity Central Funds		576
Total income		13,438
Expenses
Management fee Basic fee	$ 3,729
Performance adjustment	(572)
Transfer agent fees	1,380
Distribution and service plan fees	1,330
Accounting and security lending fees	221
Custodian fees and expenses	8
Independent trustees' compensation	4
Registration fees	122
Audit	37
Legal	2
Miscellaneous	5
Total expenses before reductions	6,266
Expense reductions	(154)	6,112
Net investment income (loss)		7,326
Realized and Unrealized Gain (Loss) Net realized gain (loss) on:
Investment securities:
Unaffiliated issuers	3,136
Foreign currency transactions	(4)
Total net realized gain (loss)		3,132
Change in net unrealized appreciation (depreciation) on: Investment securities	199,997
Assets and liabilities in foreign currencies	(1)
Total change in net unrealized appreciation (depreciation)		199,996
Net gain (loss)		203,128
Net increase (decrease) in net assets resulting from operations		$ 210,454

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Financial Statements - continued

Statement of Changes in Net Assets

Amounts in thousands	Six months ended May 31, 2013 (Unaudited)	Year ended November 30, 2012
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$ 7,326	$ 539
Net realized gain (loss)	3,132	42,952
Change in net unrealized appreciation (depreciation)	199,996	147,048
Net increase (decrease) in net assets resulting from operations	210,454	190,539
Distributions to shareholders from net investment income	(3,993)	(4,679)
Share transactions - net increase (decrease)	212,762	(16,561)
Total increase (decrease) in net assets	419,223	169,299
Net Assets
Beginning of period	1,072,728	903,429
End of period (including undistributed net investment income of $5,882 and undistributed net investment income of $2,549, respectively)	$ 1,491,951	$ 1,072,728

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Financial Highlights - Class A

	Six months ended May 31, 2013	Years ended November 30,
	(Unaudited)	2012	2011	2010	2009	2008
Selected Per-Share Data
Net asset value, beginning of period	$ 27.62	$ 22.71	$ 23.11	$ 18.77	$ 11.87	$ 30.67
Income from Investment Operations
Net investment income (loss) E	.15	- H	.13 I	.03 J	.06	.10
Net realized and unrealized gain (loss)	4.67	5.03	(.49)	4.32	6.96	(14.37)
Total from investment operations	4.82	5.03	(.36)	4.35	7.02	(14.27)
Distributions from net investment income	(.08)	(.12)	(.03) K	-	(.12)	-
Distributions from net realized gain	-	-	(.01) K	(.01)	-	(4.53)
Total distributions	(.08)	(.12)	(.04)	(.01)	(.12)	(4.53)
Net asset value, end of period	$ 32.36	$ 27.62	$ 22.71	$ 23.11	$ 18.77	$ 11.87
Total Return B, C, D	17.48%	22.29%	(1.57)%	23.16%	59.70%	(54.45)%
Ratios to Average Net Assets F, L
Expenses before reductions	1.04% A	1.21%	1.18%	1.08%	1.03%	1.14%
Expenses net of fee waivers, if any	1.04% A	1.21%	1.18%	1.08%	1.03%	1.14%
Expenses net of all reductions	1.02% A	1.21%	1.17%	1.07%	1.02%	1.14%
Net investment income (loss)	.97% A	-% H	.51% I	.12% J	.39%	.45%
Supplemental Data
Net assets, end of period (in millions)	$ 228	$ 203	$ 190	$ 221	$ 206	$ 139
Portfolio turnover rate G	16% A	23%	34%	99%	161%	142%
AAnnualized BTotal returns for periods of less than one year are not annualized. CTotal returns would have been lower if certain expenses had not been reduced during the applicable periods shown. DTotal returns do not include the effect of the sales charges. ECalculated based on average shares outstanding during the period. FFees 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. GAmount does not include the portfolio activity of any underlying Fidelity Central Funds. HInvestment income per share reflects a large, non-recurring dividend which amounted to $.07 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been (.28)%. IInvestment income per share reflects a large, non-recurring dividend which amounted to $.16 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been (.11)%. JInvestment income per share reflects a large, non-recurring dividend which amounted to $.04 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been (.05)%. KThe amounts shown reflect certain reclassifications related to book to tax differences that were made in the year shown. LExpense 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.

Semiannual Report

Financial Highlights - Class T

	Six months ended May 31, 2013	Years ended November 30,
	(Unaudited)	2012	2011	2010	2009	2008
Selected Per-Share Data
Net asset value, beginning of period	$ 28.58	$ 23.48	$ 23.90	$ 19.44	$ 12.25	$ 31.48
Income from Investment Operations
Net investment income (loss) E	.12	(.05) H	.08 I	(.01) J	.03	.06
Net realized and unrealized gain (loss)	4.84	5.22	(.50)	4.48	7.21	(14.84)
Total from investment operations	4.96	5.17	(.42)	4.47	7.24	(14.78)
Distributions from net investment income	(.02)	(.07)	-	-	(.05)	-
Distributions from net realized gain	-	-	-	(.01)	-	(4.45)
Total distributions	(.02)	(.07)	-	(.01)	(.05)	(4.45)
Net asset value, end of period	$ 33.52	$ 28.58	$ 23.48	$ 23.90	$ 19.44	$ 12.25
Total Return B, C, D	17.35%	22.08%	(1.76)%	22.98%	59.40%	(54.56)%
Ratios to Average Net Assets F, K
Expenses before reductions	1.23% A	1.38%	1.35%	1.26%	1.24%	1.33%
Expenses net of fee waivers, if any	1.23% A	1.38%	1.35%	1.26%	1.24%	1.33%
Expenses net of all reductions	1.21% A	1.38%	1.35%	1.25%	1.22%	1.32%
Net investment income (loss)	.79% A	(.17)% H	.33% I	(.06)% J	.18%	.26%
Supplemental Data
Net assets, end of period (in millions)	$ 316	$ 283	$ 274	$ 344	$ 339	$ 253
Portfolio turnover rate G	16% A	23%	34%	99%	161%	142%
AAnnualized BTotal returns for periods of less than one year are not annualized. CTotal returns would have been lower if certain expenses had not been reduced during the applicable periods shown. DTotal returns do not include the effect of the sales charges. ECalculated based on average shares outstanding during the period. FFees 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. GAmount does not include the portfolio activity of any underlying Fidelity Central Funds. HInvestment income per share reflects a large, non-recurring dividend which amounted to $.07 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been (.45)%. IInvestment income per share reflects a large, non-recurring dividend which amounted to $.16 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been (.29)%. JInvestment income per share reflects a large, non-recurring dividend which amounted to $.04 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been (.23)%. KExpense 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.

Semiannual Report

Financial Highlights - Class B

	Six months ended May 31, 2013	Years ended November 30,
	(Unaudited)	2012	2011	2010	2009	2008
Selected Per-Share Data
Net asset value, beginning of period	$ 25.34	$ 20.87	$ 21.37	$ 17.48	$ 11.03	$ 28.74
Income from Investment Operations
Net investment income (loss) E	.03	(.18) H	(.06) I	(.13) J	(.05)	(.06)
Net realized and unrealized gain (loss)	4.27	4.65	(.44)	4.03	6.50	(13.38)
Total from investment operations	4.30	4.47	(.50)	3.90	6.45	(13.44)
Distributions from net realized gain	-	-	-	(.01)	-	(4.27)
Net asset value, end of period	$ 29.64	$ 25.34	$ 20.87	$ 21.37	$ 17.48	$ 11.03
Total Return B, C, D	16.97%	21.42%	(2.34)%	22.29%	58.48%	(54.80)%
Ratios to Average Net Assets F, K
Expenses before reductions	1.83% A	1.97%	1.93%	1.83%	1.78%	1.90%
Expenses net of fee waivers, if any	1.83% A	1.97%	1.93%	1.83%	1.78%	1.90%
Expenses net of all reductions	1.81% A	1.97%	1.93%	1.82%	1.77%	1.89%
Net investment income (loss)	.19% A	(.76)% H	(.25)% I	(.64)% J	(.36)%	(.31)%
Supplemental Data
Net assets, end of period (in millions)	$ 12	$ 13	$ 16	$ 30	$ 40	$ 47
Portfolio turnover rate G	16% A	23%	34%	99%	161%	142%
AAnnualized BTotal returns for periods of less than one year are not annualized. CTotal returns would have been lower if certain expenses had not been reduced during the applicable periods shown. DTotal returns do not include the effect of the contingent deferred sales charge. ECalculated based on average shares outstanding during the period. FFees 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. GAmount does not include the portfolio activity of any underlying Fidelity Central Funds. HInvestment income per share reflects a large, non-recurring dividend which amounted to $.06 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been (1.04)%. IInvestment income per share reflects a large, non-recurring dividend which amounted to $.16 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been (.87)%. JInvestment income per share reflects a large, non-recurring dividend which amounted to $.03 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been (.80)%. KExpense 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.

Semiannual Report

Financial Highlights - Class C

	Six months ended May 31, 2013	Years ended November 30,
	(Unaudited)	2012	2011	2010	2009	2008
Selected Per-Share Data
Net asset value, beginning of period	$ 25.06	$ 20.64	$ 21.13	$ 17.29	$ 10.91	$ 28.51
Income from Investment Operations
Net investment income (loss) E	.03	(.17) H	(.05) I	(.12) J	(.05)	(.06)
Net realized and unrealized gain (loss)	4.23	4.59	(.44)	3.97	6.43	(13.24)
Total from investment operations	4.26	4.42	(.49)	3.85	6.38	(13.30)
Distributions from net realized gain	-	-	-	(.01)	-	(4.30)
Net asset value, end of period	$ 29.32	$ 25.06	$ 20.64	$ 21.13	$ 17.29	$ 10.91
Total Return B, C, D	17.00%	21.41%	(2.32)%	22.25%	58.48%	(54.80)%
Ratios to Average Net Assets F, K
Expenses before reductions	1.79% A	1.95%	1.92%	1.83%	1.78%	1.90%
Expenses net of fee waivers, if any	1.79% A	1.95%	1.92%	1.83%	1.78%	1.90%
Expenses net of all reductions	1.77% A	1.95%	1.92%	1.82%	1.77%	1.89%
Net investment income (loss)	.23% A	(.75)% H	(.24)% I	(.63)% J	(.36)%	(.31)%
Supplemental Data
Net assets, end of period (in millions)	$ 52	$ 43	$ 40	$ 49	$ 43	$ 32
Portfolio turnover rate G	16% A	23%	34%	99%	161%	142%
AAnnualized BTotal returns for periods of less than one year are not annualized. CTotal returns would have been lower if certain expenses had not been reduced during the applicable periods shown. DTotal returns do not include the effect of the contingent deferred sales charge. ECalculated based on average shares outstanding during the period. FFees 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. GAmount does not include the portfolio activity of any underlying Fidelity Central Funds. HInvestment income per share reflects a large, non-recurring dividend which amounted to $.06 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been (1.02)%. IInvestment income per share reflects a large, non-recurring dividend which amounted to $.16 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been (.86)%. JInvestment income per share reflects a large, non-recurring dividend which amounted to $.03 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been (.80)%. KExpense 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.

Semiannual Report

Financial Highlights - Fidelity Value Strategies Fund

	Six months ended May 31, 2013	Years ended November 30,
	(Unaudited)	2012	2011	2010	2009	2008
Selected Per-Share Data
Net asset value, beginning of period	$ 30.89	$ 25.37	$ 25.80	$ 20.89	$ 13.21	$ 33.60
Income from Investment Operations
Net investment income (loss) D	.22	.09 G	.22 H	.09 I	.11	.17
Net realized and unrealized gain (loss)	5.21	5.62	(.54)	4.83	7.73	(15.97)
Total from investment operations	5.43	5.71	(.32)	4.92	7.84	(15.80)
Distributions from net investment income	(.18)	(.19)	(.10) J	-	(.16)	-
Distributions from net realized gain	-	-	(.01) J	(.01)	-	(4.59)
Total distributions	(.18)	(.19)	(.11)	(.01)	(.16)	(4.59)
Net asset value, end of period	$ 36.14	$ 30.89	$ 25.37	$ 25.80	$ 20.89	$ 13.21
Total Return B, C	17.66%	22.69%	(1.29)%	23.54%	60.05%	(54.35)%
Ratios to Average Net Assets E, K
Expenses before reductions	.73% A	.89%	.88%	.81%	.78%	.89%
Expenses net of fee waivers, if any	.73% A	.89%	.88%	.81%	.78%	.89%
Expenses net of all reductions	.71% A	.89%	.88%	.80%	.77%	.88%
Net investment income (loss)	1.28% A	.31% G	.80% H	.39% I	.64%	.70%
Supplemental Data
Net assets, end of period (in millions)	$ 655	$ 396	$ 284	$ 360	$ 237	$ 122
Portfolio turnover rate F	16% A	23%	34%	99%	161%	142%
AAnnualized BTotal returns for periods of less than one year are not annualized. CTotal returns would have been lower if certain expenses had not been reduced during the applicable periods shown. DCalculated based on average shares outstanding during the period. EFees 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. FAmount does not include the portfolio activity of any underlying Fidelity Central Funds. GInvestment income per share reflects a large, non-recurring dividend which amounted to $.08 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been .04%. HInvestment income per share reflects a large, non-recurring dividend which amounted to $.16 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been .18%. IInvestment income per share reflects a large, non-recurring dividend which amounted to $.04 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been .22%. JThe amounts shown reflect certain reclassifications related to book to tax differences that were made in the year shown. KExpense 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.

Semiannual Report

Financial Highlights - Fidelity Value Strategies Fund Class K

	Six months ended May 31, 2013	Years ended November 30,
	(Unaudited)	2012	2011	2010	2009	2008 J
Selected Per-Share Data
Net asset value, beginning of period	$ 30.89	$ 25.38	$ 25.82	$ 20.86	$ 13.23	$ 26.92
Income from Investment Operations
Net investment income (loss) D	.24	.14 G	.28 H	.15 I	.16	.12
Net realized and unrealized gain (loss)	5.20	5.61	(.55)	4.82	7.70	(13.81)
Total from investment operations	5.44	5.75	(.27)	4.97	7.86	(13.69)
Distributions from net investment income	(.22)	(.24)	(.16) K	-	(.23)	-
Distributions from net realized gain	-	-	(.01) K	(.01)	-	-
Total distributions	(.22)	(.24)	(.17)	(.01)	(.23)	-
Net asset value, end of period	$ 36.11	$ 30.89	$ 25.38	$ 25.82	$ 20.86	$ 13.23
Total Return B, C	17.74%	22.93%	(1.11)%	23.81%	60.52%	(50.85)%
Ratios to Average Net Assets E, L
Expenses before reductions	.58% A	.71%	.68%	.58%	.51%	.65% A
Expenses net of fee waivers, if any	.58% A	.71%	.68%	.58%	.51%	.65% A
Expenses net of all reductions	.55% A	.71%	.68%	.56%	.49%	.64% A
Net investment income (loss)	1.44% A	.50% G	1.00% H	.62% I	.91%	1.38% A
Supplemental Data
Net assets, end of period (in millions)	$ 163	$ 70	$ 47	$ 47	$ 27	$ 5
Portfolio turnover rate F	16% A	23%	34%	99%	161%	142%

^AAnnualized ^BTotal returns for periods of less than one year are not annualized. ^CTotal returns would have been lower if certain expenses had not been reduced during the applicable periods shown. ^DCalculated based on average shares outstanding during the period. ^EFees 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. ^FAmount does not include the portfolio activity of any underlying Fidelity Central Funds. ^GInvestment income per share reflects a large, non-recurring dividend which amounted to $.08 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been .22%. ^HInvestment income per share reflects a large, non-recurring dividend which amounted to $.16 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been .38%. ^IInvestment income per share reflects a large, non-recurring dividend which amounted to $.04 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been .46%. ^JFor the period May 9, 2008 (commencement of sale of shares) to November 30, 2008. ^KThe amounts shown reflect certain reclassifications related to book to tax differences that were made in the year shown. ^LExpense 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.

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Financial Highlights - Institutional Class

	Six months ended May 31, 2013	Years ended November 30,
	(Unaudited)	2012	2011	2010	2009	2008
Selected Per-Share Data
Net asset value, beginning of period	$ 29.51	$ 24.26	$ 24.69	$ 19.97	$ 12.67	$ 32.43
Income from Investment Operations
Net investment income (loss) D	.20	.08 G	.22 H	.10 I	.11	.18
Net realized and unrealized gain (loss)	4.98	5.37	(.53)	4.63	7.38	(15.31)
Total from investment operations	5.18	5.45	(.31)	4.73	7.49	(15.13)
Distributions from net investment income	(.18)	(.20)	(.11) J	-	(.19)	-
Distributions from net realized gain	-	-	(.01) J	(.01)	-	(4.63)
Total distributions	(.18)	(.20)	(.12)	(.01)	(.19)	(4.63)
Net asset value, end of period	$ 34.51	$ 29.51	$ 24.26	$ 24.69	$ 19.97	$ 12.67
Total Return B, C	17.65%	22.67%	(1.30)%	23.67%	60.08%	(54.29)%
Ratios to Average Net Assets E, K
Expenses before reductions	.75% A	.90%	.86%	.74%	.70%	.80%
Expenses net of fee waivers, if any	.75% A	.90%	.86%	.74%	.70%	.80%
Expenses net of all reductions	.73% A	.90%	.86%	.73%	.69%	.79%
Net investment income (loss)	1.26% A	.31% G	.82% H	.46% I	.71%	.79%
Supplemental Data
Net assets, end of period (in millions)	$ 67	$ 66	$ 52	$ 53	$ 48	$ 45
Portfolio turnover rate F	16% A	23%	34%	99%	161%	142%
AAnnualized BTotal returns for periods of less than one year are not annualized. CTotal returns would have been lower if certain expenses had not been reduced during the applicable periods shown. DCalculated based on average shares outstanding during the period. EFees 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. FAmount does not include the portfolio activity of any underlying Fidelity Central Funds. GInvestment income per share reflects a large, non-recurring dividend which amounted to $.08 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been .03%. HInvestment income per share reflects a large, non-recurring dividend which amounted to $.16 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been .20%. IInvestment income per share reflects a large, non-recurring dividend which amounted to $.04 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been .29%. JThe amounts shown reflect certain reclassifications related to book to tax differences that were made in the year shown. KExpense 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.

Semiannual Report

Notes to Financial Statements

For the period ended May 31, 2013 (Unaudited)

(Amounts in thousands except percentages)

1. Organization.

Fidelity Advisor® Value Strategies Fund (the Fund) is a fund of Fidelity Advisor Series I (the Trust) and is authorized to issue an unlimited number of shares. The Trust is registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end management investment company organized as a Massachusetts business trust. The Fund offers Class A, Class T, Class C, Fidelity Value Strategies Fund, Fidelity Value Strategies Fund Class K and Institutional Class shares, each of which, along with Class B shares, has equal rights as to assets and voting privileges. Class B shares are closed to new accounts and additional purchases, except for exchanges and reinvestments. Each class has exclusive voting rights with respect to matters that affect that class. Class B shares will automatically convert to Class A shares after a holding period of seven years from the initial date of purchase.

2. Investments in Fidelity Central Funds.

The Fund invests in Fidelity Central Funds, which are open-end investment companies generally available only to other investment companies and accounts managed by Fidelity Management & Research Company (FMR) and its affiliates. The Fund's Schedule of Investments lists each of the Fidelity Central Funds held as of period end, if any, as an investment of the Fund, but does not include the underlying holdings of each Fidelity Central Fund. As an Investing Fund, the Fund indirectly bears its proportionate share of the expenses of the underlying Fidelity Central Funds.

The Money Market Central Funds seek preservation of capital and current income and are managed by Fidelity Investments Money Management, Inc. (FIMM), an affiliate of FMR.

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 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:

Semiannual Report

3. Significant Accounting Policies - continued

Investment Valuation. Investments are valued as of 4:00 p.m. Eastern time on the last calendar day of the period. In accordance with valuation policies and procedures approved by the Board of Trustees (the Board), the Fund attempts to obtain prices from one or more third party pricing vendors or brokers to value its investments. When current market prices, quotations or currency exchange rates are not readily available or reliable, investments will be fair valued in good faith by the FMR Fair Value Committee (the Committee), in accordance with procedures adopted by the Board. Factors used in determining fair value vary by investment type and may include market or investment specific events. The frequency with which these procedures are used cannot be predicted and they may be utilized to a significant extent. The Committee oversees the Fund's valuation policies and procedures and is responsible for approving and reporting to the Board all fair value determinations.

The Fund categorizes the inputs to valuation techniques used to value its investments into a disclosure hierarchy consisting of three levels as shown below:

Level 1 - quoted prices in active markets for identical investments

Level 2 - other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, etc.)

Level 3 - unobservable inputs (including the Fund's own assumptions based on the best information available)

Valuation techniques used to value the Fund's investments by major category are as follows:

Equity securities, including restricted securities, for which market quotations are readily available, are valued at the last reported sale price or official closing price as reported by a third party pricing vendor on the primary market or exchange on which they are traded and are categorized as Level 1 in the hierarchy. In the event there were no sales during the day or closing prices are not available, securities are valued at the last quoted bid price or may be valued using the last available price and are generally categorized as Level 2 in the hierarchy. For foreign equity securities, when market or security specific events arise, comparisons to the valuation of American Depositary Receipts (ADRs), futures contracts, Exchange-Traded Funds (ETFs) and certain indexes as well as quoted prices for similar securities may be used and would be categorized as Level 2 in the hierarchy. Utilizing these techniques may result in transfers between Level 1 and Level 2.

Investments in open-end mutual funds, including the Fidelity Central Funds, are valued at their closing net asset value (NAV) each business day and are categorized as Level 1 in the hierarchy.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except percentages)

3. Significant Accounting Policies - continued

Investment Valuation - continued

Changes in valuation techniques may result in transfers in or out of an assigned level within the disclosure hierarchy.

Foreign Currency. The Fund may use foreign currency contracts to facilitate transactions in foreign-denominated securities. Gains and losses from these transactions may arise from changes in the value of the foreign currency or if the counterparties do not perform under the contracts' terms.

Foreign-denominated assets, including investment securities, and liabilities are translated into U.S. dollars at the exchange rates at period end. Purchases and sales of investment securities, income and dividends received and expenses denominated in foreign currencies are translated into U.S. dollars at the exchange rate in effect on the transaction date.

The effects of exchange rate fluctuations on investments are included with the net realized and unrealized gain (loss) on investment securities. Other foreign currency transactions resulting in realized and unrealized gain (loss) are disclosed separately.

Investment Transactions and Income. For financial reporting purposes, the Fund's investment holdings and NAV include trades executed through the end of the last business day of the period. The NAV per share for processing shareholder transactions is calculated as of the close of business of the New York Stock Exchange (NYSE), normally 4:00 p.m. Eastern time and includes trades executed through the end of the prior business day. Gains and losses on securities sold are determined on the basis of identified cost and may include proceeds received from litigation. Dividend income is recorded on the ex-dividend date, except for certain dividends from foreign securities where the ex-dividend date may have passed, which are recorded as soon as the Fund is informed of the ex-dividend date. Non-cash dividends included in dividend income, if any, are recorded at the fair market value of the securities received. Distributions received on securities that represent a return of capital or capital gain are recorded as a reduction of cost of investments and/or as a realized gain. Subsequent to ex-dividend date the Fund determines the components of these distributions, based upon receipt of tax filings or other correspondence relating to the underlying investment. Interest income and distributions from the Fidelity Central Funds are accrued as earned. Interest income includes coupon interest and amortization of premium and accretion of discount on debt securities. Investment income is recorded net of foreign taxes withheld where recovery of such taxes is uncertain.

Class Allocations and Expenses. Investment income, realized and unrealized capital gains and losses, common expenses of the Fund, and certain fund-level expense reductions, if any, are allocated on a pro-rata basis to each class based on the relative net

Semiannual Report

3. Significant Accounting Policies - continued

Class Allocations and Expenses - continued

assets of each class to the total net assets of the Fund. Each class differs with respect to transfer agent and distribution and service plan fees incurred. Certain expense reductions may also differ by class. Expenses directly attributable to a fund are charged to that fund. Expenses attributable to more than one fund are allocated among the respective funds on the basis of relative net assets or other appropriate methods. Expense estimates are accrued in the period to which they relate and adjustments are made when actual amounts are known.

Income Tax Information and Distributions to Shareholders. Each year, the Fund intends to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code, including distributing substantially all of its taxable income and realized gains. As a result, no provision for income taxes is required. The Fund files a U.S. federal tax return, in addition to state and local tax returns as required. A fund's federal income tax returns are subject to examination by the Internal Revenue Service (IRS) for a period of three fiscal years after they are filed. State and local tax returns may be subject to examination for an additional fiscal year depending on the jurisdiction. Foreign taxes are provided for based on the Fund's understanding of the tax rules and rates that exist in the foreign markets in which it invests.

Distributions are declared and recorded on the ex-dividend date. Income dividends and capital gain distributions are declared separately for each class. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from GAAP. These differences resulted in distribution reclassifications for the period ended November 30, 2012.

Capital accounts within the financial statements are adjusted for permanent book-tax differences. These adjustments have no impact on net assets or the results of operations. Temporary book-tax differences will reverse in a subsequent period.

Book-tax differences are primarily due to foreign currency transactions, partnerships, market discount, deferred trustees compensation, capital loss carryforwards and losses deferred due to wash sales and excise tax regulations.

The federal tax cost of investment securities and unrealized appreciation (depreciation) as of period end were as follows:

Gross unrealized appreciation	$ 375,726
Gross unrealized depreciation	(21,466)
Net unrealized appreciation (depreciation) on securities and other investments	$ 354,260
Tax cost	$ 1,216,653

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except percentages)

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

Capital loss carryforwards are only available to offset future capital gains of the Fund to the extent provided by regulations and may be limited. Under the Regulated Investment Company Modernization Act of 2010 (the Act), the Fund is permitted to carry forward capital losses incurred in taxable years beginning after December 22, 2010 for an unlimited period and such capital losses are required to be used prior to any losses that expire. The capital loss carryforward information presented below, including any applicable limitation, is estimated as of fiscal period end and is subject to adjustment.

Fiscal year of expiration
2016	$ (135,603)
2017	(187,132)
Total capital loss carryforward	$ (322,735)

4. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $318,655 and $95,669, respectively.

5. Fees and Other Transactions with Affiliates.

Management Fee. FMR and its affiliates provide the Fund with investment management related services for which the Fund pays a monthly management fee. The management fee is the sum of an individual fund fee rate that is based on an annual rate of .30% of the Fund's average net assets and an annualized group fee rate that averaged .26% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by FMR. The group fee rate decreases as assets under management increase and increases as assets under management decrease. In addition, the management fee is subject to a performance adjustment (up to a maximum of ± .20% of the Fund's average net assets over a 36 month performance period). The upward or downward adjustment to the management fee is based on the relative investment performance of Fidelity Value Strategies Fund as compared to an appropriate benchmark index. For the period, the total annualized management fee rate, including the performance adjustment, was .47% of the Fund's average net assets.

Distribution and Service Plan Fees. In accordance with Rule 12b-1 of the 1940 Act, the Fund has adopted separate Distribution and Service Plans for each class of shares. Certain classes pay Fidelity Distributors Corporation (FDC), an affiliate of FMR, separate Distribution and Service Fees, each of which is based on an annual percentage of

Semiannual Report

5. Fees and Other Transactions with Affiliates - continued

Distribution and Service Plan Fees - continued

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%	$ 273	$ 1
Class T	.25%	.25%	759	3
Class B	.75%	.25%	62	47
Class C	.75%	.25%	236	12
			$ 1,330	$ 63

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	$ 14
Class T	6
Class B*	6
Class C*	1
	$ 27

* When Class B and Class C shares are initially sold, FDC pays commissions from its own resources to financial intermediaries through which the sales are made.

Transfer Agent Fees. Fidelity Investments Institutional Operations Company, Inc., (FIIOC), an affiliate of FMR, is the transfer, dividend disbursing and shareholder servicing agent for each class of the Fund. FIIOC receives account fees and asset-based fees that vary according to the account size and type of account of the shareholders of respective classes of the Fund, except for Class K. FIIOC receives an asset-based fee of Class K's average net assets. FIIOC pays for typesetting, printing and mailing of shareholder

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except percentages)

5. Fees and Other Transactions with Affiliates - continued

Transfer Agent Fees - continued

reports, except proxy statements. For the period, transfer agent fees for each class were as follows:

	Amount	% of Average Net Assets*
Class A	$ 291	.27
Class T	309	.20
Class B	18	.30
Class C	63	.26
Fidelity Value Strategies Fund	594	.21
Fidelity Value Strategies Fund Class K	30	.05
Institutional Class	75	.23
	$ 1,380

* Annualized

Accounting and Security Lending Fees. Fidelity Service Company, Inc. (FSC), an affiliate of FMR, maintains the Fund's accounting records. The accounting fee is based on the level of average net assets for each month. Under a separate contract, FSC administers the security lending program. The security lending fee is based on the number and duration of lending transactions.

Brokerage Commissions. The Fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of the investment adviser. Brokerage commissions are included in net realized gain (loss) and change in net unrealized appreciation (depreciation) in the Statement of Operations. The commissions paid to these affiliated firms were $8 for the period.

6. Committed Line of Credit.

The Fund participates with other funds managed by FMR or an affiliate in a $4.25 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro-rata portion of the line of credit, which amounted to $2 and is reflected in Miscellaneous expenses on the Statement of Operations. During the period, there were no borrowings on this line of credit.

7. Security Lending.

The Fund lends portfolio securities through a lending agent from time to time in order to earn additional income. For equity securities, a lending agent is used and may loan securities to certain qualified borrowers, including Fidelity Capital Markets (FCM), a

Semiannual Report

7. Security Lending - continued

broker-dealer affiliated with the Fund. On the settlement date of the loan, the Fund receives collateral (in the form of U.S. Treasury obligations, letters of credit and/or cash) against the loaned securities and maintains collateral in an amount not less than 100% of the market value of the loaned securities during the period of the loan. The market value of the loaned securities is determined at the close of business of the Fund and any additional required collateral is delivered to the Fund on the next business day. If the borrower defaults on its obligation to return the securities loaned because of insolvency or other reasons, the Fund may apply collateral received from the borrower against the obligation. The Fund may experience delays and costs in recovering the securities loaned. Any cash collateral received is invested in the Fidelity Securities Lending Cash Central Fund. The value of loaned securities and cash collateral at period end are disclosed on the Fund's Statement of Assets and Liabilities. The value of securities loaned to FCM at period end was $788. 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 $459, including $45 from securities loaned to FCM.

8. Expense Reductions.

Many of the brokers with whom FMR places trades on behalf of the Fund provided services to the Fund in addition to trade execution. These services included payments of certain expenses on behalf of the Fund totaling $152 for the period.

In addition, FMR reimbursed a portion of Fund's operating expenses during the period in the amount of $2.

9. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

	Six months ended May 31, 2013	Year ended November 30, 2012
From net investment income
Class A	$ 555	$ 998
Class T	167	760
Fidelity Value Strategies Fund	2,356	2,061
Fidelity Value Strategies Fund Class K	520	448
Institutional Class	395	412
Total	$ 3,993	$ 4,679

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except percentages)

10. Share Transactions.

Transactions for each class of shares were as follows:

	Shares		Dollars
	Six months ended May 31, 2013	Year ended November 30, 2012	Six months ended May 31, 2013	Year ended November 30, 2012
Class A
Shares sold	472	854	$ 14,216	$ 21,748
Reinvestment of distributions	18	42	513	917
Shares redeemed	(780)	(1,927)	(23,500)	(48,930)
Net increase (decrease)	(290)	(1,031)	$ (8,771)	$ (26,265)
Class T
Shares sold	517	878	$ 16,104	$ 23,229
Reinvestment of distributions	5	31	152	697
Shares redeemed	(1,004)	(2,697)	(31,379)	(69,951)
Net increase (decrease)	(482)	(1,788)	$ (15,123)	$ (46,025)
Class B
Shares sold	3	5	$ 70	$ 128
Reinvestment of distributions	-	-	-	-
Shares redeemed	(104)	(292)	(2,869)	(6,718)
Net increase (decrease)	(101)	(287)	$ (2,799)	$ (6,590)
Class C
Shares sold	228	217	$ 6,251	$ 5,049
Reinvestment of distributions	-	-	-	-
Shares redeemed	(191)	(454)	(5,216)	(10,427)
Net increase (decrease)	37	(237)	$ 1,035	$ (5,378)
Fidelity Value Strategies Fund
Shares sold	9,571	5,614	$ 317,123	$ 163,914
Reinvestment of distributions	73	81	2,266	1,967
Shares redeemed	(4,347)	(4,064)	(146,917)	(114,471)
Net increase (decrease)	5,297	1,631	$ 172,472	$ 51,410
Fidelity Value Strategies Fund Class K
Shares sold	2,927	1,339	$ 97,615	$ 38,174
Reinvestment of distributions	17	18	520	448
Shares redeemed	(679)	(943)	(23,218)	(26,603)
Net increase (decrease)	2,265	414	$ 74,917	$ 12,019
Institutional Class
Shares sold	391	903	$ 12,475	$ 25,700
Reinvestment of distributions	11	17	327	392
Shares redeemed	(687)	(822)	(21,771)	(21,824)
Net increase (decrease)	(285)	98	$ (8,969)	$ 4,268

Semiannual Report

11. Other.

The Fund's organizational documents provide former and current trustees and officers with a limited indemnification against liabilities arising in connection with the performance of their duties to the Fund. In the normal course of business, the Fund may also enter into contracts that provide general indemnifications. The Fund's maximum exposure under these arrangements is unknown as this would be dependent on future claims that may be made against the Fund. The risk of material loss from such claims is considered remote.

Semiannual Report

Investment Adviser

Fidelity Management & Research Company

Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

Fidelity Management & Research (U.K.) Inc.

Fidelity Management & Research
(Japan) Inc.

Fidelity Management & Research
(Hong Kong) Limited

General Distributor

Fidelity Distributors Corporation

Smithfield, RI

Transfer and Service Agents

Fidelity Investments Institutional Operations Company, Inc.

Boston, MA

Fidelity Service Company, Inc.

Boston, MA

Custodian

Brown Brothers Harriman & Co.

Boston, MA

(Fidelity Investment logo)(registered trademark)

SO-USAN-0713
1.786805.110

Item 2. Code of Ethics

Not applicable.

Item 3. Audit Committee Financial Expert

Not applicable.

Item 4. Principal Accountant Fees and Services

Not applicable.

Item 5. Audit Committee of Listed Registrants

Not applicable.

Item 6. Investments

(a) Not applicable.

(b) Not applicable

Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies

Not applicable.

Item 8. Portfolio Managers of Closed-End Management Investment Companies

Not applicable.

Item 9. Purchase of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers

Not applicable.

Item 10. Submission of Matters to a Vote of Security Holders

There were no material changes to the procedures by which shareholders may recommend nominees to the Fidelity Advisor Series I's Board of Trustees.

Item 11. Controls and Procedures

(a)(i) The President and Treasurer and the Chief Financial Officer have concluded that the Fidelity Advisor Series I's (the "Trust") disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act) provide reasonable assurances that material information relating to the Trust is made known to them by the appropriate persons, based on their evaluation of these controls and procedures as of a date within 90 days of the filing date of this report.

(a)(ii) There was no change in the Trust's internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act) that occurred during the second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the Trust's internal control over financial reporting.

Item 12. Exhibits

(a)	(1)	Not applicable.
(a)	(2)	Certification pursuant to Rule 30a-2(a) under the Investment Company Act of 1940 (17 CFR 270.30a-2(a)) is filed and attached hereto as Exhibit 99.CERT.
(a)	(3)	Not applicable.
(b)		Certification pursuant to Rule 30a-2(b) under the Investment Company Act of 1940 (17 CFR 270.30a-2(b)) is furnished and attached hereto as Exhibit 99.906CERT.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Fidelity Advisor Series I

By:	/s/Kenneth B. Robins
	Kenneth B. Robins
	President and Treasurer
Date:	July 24, 2013

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:	July 24, 2013

By:	/s/Christine Reynolds
	Christine Reynolds
	Chief Financial Officer
Date:	July 24, 2013