Fidelity®

Growth Company

Fund -
Class K

Annual Report

November 30, 2012

(Fidelity Cover Art)


Contents

Performance

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How the fund has done over time.

Management's Discussion of Fund Performance

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The Portfolio Manager's review of fund performance and strategy.

Shareholder Expense Example

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An example of shareholder expenses.

Investment Changes

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A summary of major shifts in the fund's investments over the past six months.

Investments

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A complete list of the fund's investments with their market values.

Financial Statements

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Statements of assets and liabilities, operations, and changes in net assets, as well as financial highlights.

Notes

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Notes to the financial statements.

Report of Independent Registered Public Accounting Firm

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Trustees and Officers

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Distributions

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Board Approval of Investment Advisory Contracts and Management Fees

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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.

Annual Report

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

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

NOT FDIC INSURED • MAY LOSE VALUE • NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Annual Report


Performance: The Bottom Line

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

Average Annual Total Returns

Periods ended November 30, 2012

Past 1
year

Past 5
years

Past 10
years

Class K A

16.38%

3.82%

9.90%

A The initial offering of Class K shares took place on May 9, 2008. Returns prior to May 9, 2008, are
those of Fidelity
® Growth Company Fund, the original class of the fund.

$10,000 Over 10 Years

Let's say hypothetically that $10,000 was invested in Fidelity® Growth Company Fund - Class K on November 30, 2002. The chart shows how the value of your investment would have changed, and also shows how the Russell 3000® Growth Index performed over the same period. The initial offering of Class K took place on May 9, 2008. See above for additional information regarding the performance of Class K.

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Annual Report


Management's Discussion of Fund Performance

Market Recap: U.S. equity benchmarks posted double-digit gains for the year ending November 30, 2012, despite investors' concerns over debt woes in Europe, slower growth in China and partisan gridlock in Congress. Signs of recovery in the U.S. economy lifted stocks for most of the period, extending an uptrend that began in March 2009. The broad-based S&P 500® Index rose 16.13% for the 12 months, while the technology-heavy Nasdaq Composite® Index gained 16.32% and the blue-chip-laden Dow Jones Industrial AverageSM added 11.10%. Stocks fell early on, but an improving U.S. economy and proposed bailouts in Europe buoyed equities in the first quarter of 2012. Fear resurfaced in April and May, but stocks rebounded in June on central bank stimulus, a reviving U.S. housing market and more eurozone aid. Although equity benchmarks hit multiyear highs in September, pre-election jitters and the looming "fiscal cliff" of tax hikes and federal spending cuts triggered some profit-taking, followed by a brief post-election sell-off. Hurricane Sandy's aftereffects added to uncertainty, but stocks proved resilient. Five of the 10 sectors within the S&P 500® Index outperformed the benchmark, led by financials and consumer discretionary, while energy and utilities lagged the most, with only modest gains. Despite eurozone turmoil, foreign developed-markets stocks rose, with the MSCI® EAFE® Index adding 12.76%.

Comments from Steven Wymer, Portfolio Manager of Fidelity® Growth Company Fund: For the year, the fund's Class K shares returned 16.38%, outperforming the 14.63% gain of the Russell 3000® Growth Index. Relative performance was largely driven by positioning in the pharmaceuticals/biotechnology/life science group, which produced two top individual contributors, Regeneron Pharmaceuticals and Amylin Pharmaceuticals. Amylin was acquired during the period and I sold the position. Security selection in diversified financials provided a boost, led by a sizable position in credit card issuer Discover Financial Services. Strong stock picking in consumer durables/apparel helped, including homebuilder Lennar and yoga clothing manufacturer lululemon athletica. Cloud-based-computing vendor salesforce.com was among several information technology stocks that contributed, despite the sector's overall drag on performance. Unfavorable positioning there, particularly in semiconductors and tech hardware/equipment, hurt, with detractors including graphics chipmaker NVIDIA, Cypress Semiconductor and networking products manufacturer Riverbed Technology. Positioning in consumer staples detracted, especially Herbalife, a direct seller of nutritional products. Elsewhere, a stake in retailer JCPenney lagged. A number of these stocks were not in the index.

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

Annual Report


Shareholder Expense Example

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

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (June 1, 2012 to November 30, 2012).

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.

Annual Report

Annualized
Expense Ratio

Beginning
Account Value
June 1, 2012

Ending
Account Value
November 30, 2012

Expenses Paid
During Period
*
June 1, 2012 to November 30, 2012

Growth Company

.89%

Actual

$ 1,000.00

$ 1,074.50

$ 4.62

Hypothetical A

$ 1,000.00

$ 1,020.55

$ 4.50

Class K

.76%

Actual

$ 1,000.00

$ 1,075.10

$ 3.94

Hypothetical A

$ 1,000.00

$ 1,021.20

$ 3.84

Class F

.71%

Actual

$ 1,000.00

$ 1,075.40

$ 3.68

Hypothetical A

$ 1,000.00

$ 1,021.45

$ 3.59

A 5% return per year before expenses

* Expenses are equal to each Class' annualized expense ratio, multiplied by the average account value over the period, multiplied by 183/366 (to reflect the one-half year period).

Annual Report


Investment Changes (Unaudited)

Top Ten Stocks as of November 30, 2012

% of fund's
net assets

% of fund's net assets
6 months ago

Apple, Inc.

8.4

8.8

salesforce.com, Inc.

3.9

3.6

Google, Inc. Class A

3.7

2.2

Regeneron Pharmaceuticals, Inc.

3.4

2.8

lululemon athletica, Inc.

2.0

2.2

Discover Financial Services

1.9

1.8

Red Hat, Inc.

1.8

1.9

QUALCOMM, Inc.

1.6

1.7

Monsanto Co.

1.6

1.3

Alexion Pharmaceuticals, Inc.

1.4

1.4

29.7

Top Five Market Sectors as of November 30, 2012

% of fund's
net assets

% of fund's net assets
6 months ago

Information Technology

36.2

35.5

Health Care

17.0

17.0

Consumer Discretionary

16.4

16.8

Consumer Staples

11.5

9.6

Industrials

6.3

6.0

Asset Allocation (% of fund's net assets)

As of November 30, 2012*

As of May 31, 2012**

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Stocks 99.6%

gkk404843

Stocks 99.6%

gkk404846

Convertible
Securities 0.1%

gkk404846

Convertible
Securities 0.1%

gkk404849

Short-Term
Investments and
Net Other Assets (Liabilities) 0.3%

gkk404849

Short-Term
Investments and
Net Other Assets (Liabilities) 0.3%

* Foreign investments

9.3%

** Foreign investments

9.3%

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Annual Report


Investments November 30, 2012

Showing Percentage of Net Assets

Common Stocks - 99.5%

Shares

Value (000s)

CONSUMER DISCRETIONARY - 16.3%

Automobiles - 0.2%

Ford Motor Co.

3,245,000

$ 37,155

General Motors Co. (a)

22,800

590

Tesla Motors, Inc. (a)

1,775,000

60,031

97,776

Diversified Consumer Services - 0.1%

K12, Inc. (a)(d)(e)

2,010,000

34,833

Hotels, Restaurants & Leisure - 3.1%

Arcos Dorados Holdings, Inc. Class A (d)

2,114,900

25,908

Buffalo Wild Wings, Inc. (a)

719,900

52,150

Chipotle Mexican Grill, Inc. (a)

121,000

31,917

Chuys Holdings, Inc. (e)

1,504,342

35,427

Dunkin' Brands Group, Inc.

3,003,340

95,566

Home Inns & Hotels Management, Inc. sponsored ADR (a)(d)(e)

2,775,000

74,592

Hyatt Hotels Corp. Class A (a)

1,223,440

44,656

Las Vegas Sands Corp.

975,000

45,484

McDonald's Corp.

3,075,000

267,648

Panera Bread Co. Class A (a)

875,000

140,438

Starbucks Corp.

6,278,400

325,661

Starwood Hotels & Resorts Worldwide, Inc.

1,445,000

77,972

Yum! Brands, Inc.

1,910,000

128,123

1,345,542

Household Durables - 2.0%

Gafisa SA sponsored ADR (d)

1,570,000

6,186

Lennar Corp. Class A (d)

12,900,077

490,719

SodaStream International Ltd. (a)(d)(e)

1,990,322

79,374

Tempur-Pedic International, Inc. (a)

820,000

21,853

Toll Brothers, Inc. (a)

8,249,050

262,650

860,782

Internet & Catalog Retail - 1.6%

Amazon.com, Inc. (a)

2,196,000

553,502

Kayak Software Corp.

43,400

1,766

Netflix, Inc. (a)(d)

71,000

5,801

Priceline.com, Inc. (a)

180,000

119,369

TripAdvisor, Inc.

550,000

21,005

701,443

Media - 1.0%

Comcast Corp. Class A

6,407,500

238,231

Lions Gate Entertainment Corp. (a)(d)

4,254,992

69,697

Common Stocks - continued

Shares

Value (000s)

CONSUMER DISCRETIONARY - continued

Media - continued

Pandora Media, Inc. (a)(d)

6,054,469

$ 52,795

Time Warner, Inc.

1,025,650

48,513

409,236

Multiline Retail - 1.0%

Dollar Tree, Inc. (a)

1,125,000

46,958

JCPenney Co., Inc. (d)

10,415,000

186,845

Nordstrom, Inc.

800,000

43,272

Target Corp.

2,222,589

140,312

417,387

Specialty Retail - 2.4%

Abercrombie & Fitch Co. Class A

2,210,000

101,417

AutoNation, Inc. (a)(d)

1,050,000

40,887

Bed Bath & Beyond, Inc. (a)

1,300,000

76,336

CarMax, Inc. (a)

2,505,000

90,831

Five Below, Inc. (d)

293,900

10,918

Francescas Holdings Corp. (a)(d)(e)

3,718,379

96,789

Home Depot, Inc.

5,470,000

355,933

Limited Brands, Inc.

1,460,000

76,139

Lumber Liquidators Holdings, Inc. (a)(d)(e)

2,735,167

146,824

Tiffany & Co., Inc.

225,000

13,271

Urban Outfitters, Inc. (a)

240,000

9,048

1,018,393

Textiles, Apparel & Luxury Goods - 4.9%

Coach, Inc.

357,200

20,660

Fifth & Pacific Companies, Inc. (a)

1,540,000

18,557

Fossil, Inc. (a)(e)

5,753,744

497,354

lululemon athletica, Inc. (a)(d)(e)

12,117,100

869,765

Michael Kors Holdings Ltd.

5,967,493

317,172

NIKE, Inc. Class B

1,719,000

167,568

Prada SpA

10,459,300

86,371

Under Armour, Inc. Class A (sub. vtg.) (a)

890,000

46,129

VF Corp.

320,000

51,363

2,074,939

TOTAL CONSUMER DISCRETIONARY

6,960,331

CONSUMER STAPLES - 11.5%

Beverages - 2.3%

Beam, Inc.

1,570,000

88,093

Common Stocks - continued

Shares

Value (000s)

CONSUMER STAPLES - continued

Beverages - continued

Dr. Pepper Snapple Group, Inc.

655,000

$ 29,377

Monster Beverage Corp. (a)

2,985,000

155,369

PepsiCo, Inc.

3,111,640

218,468

The Coca-Cola Co.

13,420,000

508,886

1,000,193

Food & Staples Retailing - 2.3%

Costco Wholesale Corp.

1,795,800

186,745

Drogasil SA

3,281,873

32,254

Fresh Market, Inc. (a)(e)

2,448,468

126,904

Wal-Mart Stores, Inc.

6,454,114

464,825

Whole Foods Market, Inc.

1,740,000

162,446

973,174

Food Products - 2.5%

Archer Daniels Midland Co.

6,325,000

168,878

Bunge Ltd.

3,000,000

219,480

D.E. Master Blenders 1753 NV (a)

685,000

7,884

General Mills, Inc.

1,115,600

45,728

Green Mountain Coffee Roasters, Inc. (a)(d)

6,722,450

246,512

Hillshire Brands Co.

137,000

3,815

Kellogg Co.

965,000

53,519

Kraft Foods Group, Inc. (a)

195,000

8,818

Mead Johnson Nutrition Co. Class A

1,421,800

96,953

Mondelez International, Inc. (a)

585,000

15,146

Smithfield Foods, Inc. (a)

2,215,000

49,550

The Hershey Co.

815,000

59,715

Tyson Foods, Inc. Class A

3,175,000

60,865

Want Want China Holdings Ltd.

28,000,000

40,897

1,077,760

Household Products - 1.0%

Church & Dwight Co., Inc.

685,000

37,093

Colgate-Palmolive Co.

1,230,000

133,455

Kimberly-Clark Corp.

670,000

57,432

Procter & Gamble Co.

2,504,483

174,888

402,868

Personal Products - 1.3%

Avon Products, Inc.

398,615

5,561

Herbalife Ltd. (e)

10,800,210

496,486

Nu Skin Enterprises, Inc. Class A (d)

1,180,000

53,572

555,619

Common Stocks - continued

Shares

Value (000s)

CONSUMER STAPLES - continued

Tobacco - 2.1%

Altria Group, Inc.

5,730,380

$ 193,744

Lorillard, Inc.

860,000

104,198

Philip Morris International, Inc.

6,795,380

610,769

908,711

TOTAL CONSUMER STAPLES

4,918,325

ENERGY - 4.3%

Energy Equipment & Services - 1.2%

Carbo Ceramics, Inc. (d)

175,000

13,400

FMC Technologies, Inc. (a)

1,850,000

75,591

Halliburton Co.

3,150,000

105,053

Schlumberger Ltd.

4,549,600

325,842

519,886

Oil, Gas & Consumable Fuels - 3.1%

Anadarko Petroleum Corp.

2,292,594

167,795

Apache Corp.

5,000

385

Chesapeake Energy Corp. (d)

1,905,000

32,442

Cobalt International Energy, Inc. (a)

70,900

1,653

Concho Resources, Inc. (a)

1,540,000

123,600

Continental Resources, Inc. (a)

1,680,000

115,416

Devon Energy Corp.

880,000

45,470

EOG Resources, Inc.

1,070,000

125,853

Hess Corp.

660,000

32,743

Noble Energy, Inc.

511,756

50,024

Occidental Petroleum Corp.

2,805,000

210,964

Peabody Energy Corp.

2,070,000

51,978

Pioneer Natural Resources Co.

1,855,000

198,485

Range Resources Corp.

1,158,689

74,179

Southwestern Energy Co. (a)

97,461

3,383

Valero Energy Corp.

2,840,000

91,618

1,325,988

TOTAL ENERGY

1,845,874

FINANCIALS - 4.7%

Capital Markets - 0.4%

Charles Schwab Corp.

5,404,975

70,805

Franklin Resources, Inc.

45,000

5,941

Common Stocks - continued

Shares

Value (000s)

FINANCIALS - continued

Capital Markets - continued

ICG Group, Inc. (a)(e)

3,775,000

$ 42,091

T. Rowe Price Group, Inc.

915,000

59,173

178,010

Commercial Banks - 1.0%

Banco Bradesco SA (PN) sponsored ADR

4,415,000

74,349

HDFC Bank Ltd. sponsored ADR

2,770,000

116,672

ICICI Bank Ltd. sponsored ADR

1,205,000

49,393

Itau Unibanco Holding SA sponsored ADR

1,525,000

23,104

PrivateBancorp, Inc. (e)

4,367,500

71,583

Signature Bank (a)

606,885

42,579

Wells Fargo & Co.

1,552,300

51,241

428,921

Consumer Finance - 2.1%

American Express Co.

1,832,548

102,439

Discover Financial Services

19,325,444

804,132

906,571

Diversified Financial Services - 1.0%

Bank of America Corp.

6,175,000

60,886

BM&F Bovespa SA

23,879,772

143,493

Citigroup, Inc.

2,407,380

83,223

JPMorgan Chase & Co.

2,980,000

122,418

410,020

Real Estate Management & Development - 0.2%

The St. Joe Co. (a)(d)

3,030,135

64,784

TOTAL FINANCIALS

1,988,306

HEALTH CARE - 16.9%

Biotechnology - 11.2%

Acadia Pharmaceuticals, Inc. (a)(d)

1,064,844

5,537

Alexion Pharmaceuticals, Inc. (a)

6,424,060

616,838

Alkermes PLC (a)(e)

13,104,759

253,053

Alnylam Pharmaceuticals, Inc. (a)(e)

3,922,510

66,565

Amgen, Inc.

3,983,300

353,717

Array Biopharma, Inc. (a)

2,403,770

9,447

AVEO Pharmaceuticals, Inc. (a)

680,600

4,424

Biogen Idec, Inc. (a)

1,945,000

289,980

Celgene Corp. (a)

1,146,744

90,123

Cepheid, Inc. (a)(e)

4,922,555

159,589

Common Stocks - continued

Shares

Value (000s)

HEALTH CARE - continued

Biotechnology - continued

Clovis Oncology, Inc. (d)(e)

2,152,986

$ 33,113

Exelixis, Inc. (a)(d)(e)

17,295,081

84,573

Gilead Sciences, Inc. (a)

5,065,000

379,875

Halozyme Therapeutics, Inc. (a)

1,890,000

11,775

ImmunoGen, Inc. (a)(d)(e)

8,349,838

105,959

Immunomedics, Inc. (a)(d)(e)

7,526,150

24,008

Incyte Corp. (a)(d)

695,000

12,232

InterMune, Inc. (a)(d)

2,073,117

18,990

Ironwood Pharmaceuticals, Inc. Class A (a)

3,735,000

40,338

Isis Pharmaceuticals, Inc. (a)(d)(e)

10,016,251

92,150

Lexicon Pharmaceuticals, Inc. (a)(e)

50,933,269

87,605

Merrimack Pharmaceuticals, Inc. (e)

5,869,144

41,906

Metabolix, Inc. (a)(d)(e)

2,565,799

2,899

Momenta Pharmaceuticals, Inc. (a)(d)

1,655,000

17,709

NPS Pharmaceuticals, Inc. (a)(e)

7,665,870

78,422

Regeneron Pharmaceuticals, Inc. (a)(e)

8,121,613

1,433,871

Rigel Pharmaceuticals, Inc. (a)(e)

7,390,060

61,337

Seattle Genetics, Inc. (a)(d)(e)

11,820,629

299,180

Synageva BioPharma Corp. (a)

475,000

23,242

Transition Therapeutics, Inc. (a)(e)

2,332,446

5,738

Vertex Pharmaceuticals, Inc. (a)

2,009,767

79,969

4,784,164

Health Care Equipment & Supplies - 0.9%

Align Technology, Inc. (a)

715,000

19,584

Baxter International, Inc.

1,870,000

123,925

DexCom, Inc. (a)

380,000

4,970

Edwards Lifesciences Corp. (a)

760,000

65,945

Genmark Diagnostics, Inc. (a)

1,266,968

12,543

ICU Medical, Inc. (a)

345,000

20,317

Insulet Corp. (a)(e)

3,856,400

84,648

Medtronic, Inc.

604,964

25,475

St. Jude Medical, Inc.

834,200

28,596

386,003

Health Care Providers & Services - 1.3%

Apollo Hospitals Enterprise Ltd.

720,000

10,867

Cardinal Health, Inc.

485,000

19,618

Catamaran Corp. (a)

6,067,328

297,823

Express Scripts Holding Co. (a)

496,303

26,726

Common Stocks - continued

Shares

Value (000s)

HEALTH CARE - continued

Health Care Providers & Services - continued

McKesson Corp.

1,780,000

$ 168,157

UnitedHealth Group, Inc.

176,400

9,594

532,785

Health Care Technology - 0.1%

athenahealth, Inc. (a)(d)

655,000

41,717

Cerner Corp. (a)

245,000

18,919

60,636

Pharmaceuticals - 3.4%

Abbott Laboratories

1,861,500

120,998

Allergan, Inc.

2,140,000

198,485

Bristol-Myers Squibb Co.

3,913,700

127,704

Concert Pharmaceuticals, Inc. (a)(g)

186,198

151

Elan Corp. PLC sponsored ADR (a)(e)

37,694,070

376,187

Endocyte, Inc. (a)

511,041

4,788

Hospira, Inc. (a)

2,025,000

60,345

Johnson & Johnson

83,300

5,809

MAP Pharmaceuticals, Inc. (a)(e)

3,506,482

55,893

Questcor Pharmaceuticals, Inc. (d)

2,722,600

70,651

Teva Pharmaceutical Industries Ltd. sponsored ADR

705,000

28,447

Valeant Pharmaceuticals International, Inc. (Canada) (a)

6,572,261

366,144

Watson Pharmaceuticals, Inc. (a)

590,000

51,926

1,467,528

TOTAL HEALTH CARE

7,231,116

INDUSTRIALS - 6.3%

Aerospace & Defense - 1.5%

Honeywell International, Inc.

1,870,000

114,687

Lockheed Martin Corp.

1,040,100

97,041

The Boeing Co.

1,494,800

111,034

United Technologies Corp.

3,800,000

304,418

627,180

Air Freight & Logistics - 0.6%

United Parcel Service, Inc. Class B

3,724,000

272,262

Airlines - 0.8%

Delta Air Lines, Inc. (a)

2,050,000

20,500

JetBlue Airways Corp. (a)(d)(e)

18,434,923

94,756

Ryanair Holdings PLC sponsored ADR

940,000

32,364

Common Stocks - continued

Shares

Value (000s)

INDUSTRIALS - continued

Airlines - continued

Southwest Airlines Co.

6,503,515

$ 61,978

United Continental Holdings, Inc. (a)

7,250,000

146,595

356,193

Construction & Engineering - 0.0%

Fluor Corp.

455,000

24,151

Electrical Equipment - 0.5%

Emerson Electric Co.

2,065,000

103,725

Rockwell Automation, Inc.

1,160,000

91,918

195,643

Industrial Conglomerates - 0.7%

3M Co.

1,645,000

149,613

Danaher Corp.

2,505,000

135,195

284,808

Machinery - 1.2%

Caterpillar, Inc.

3,385,000

288,537

Cummins, Inc.

1,460,000

143,314

Deere & Co.

840,000

70,602

Rexnord Corp.

587,500

12,561

515,014

Professional Services - 0.0%

Nielsen Holdings B.V. (a)

600,000

16,992

Road & Rail - 1.0%

CSX Corp.

4,930,000

97,417

Union Pacific Corp.

2,625,000

322,298

419,715

TOTAL INDUSTRIALS

2,711,958

INFORMATION TECHNOLOGY - 36.2%

Communications Equipment - 2.3%

Aruba Networks, Inc. (a)(d)

1,123,031

21,877

F5 Networks, Inc. (a)

405,000

37,940

Infinera Corp. (a)(d)(e)

11,211,900

62,562

Juniper Networks, Inc. (a)

460,000

8,271

Motorola Solutions, Inc.

485,000

26,408

Palo Alto Networks, Inc. (d)

446,800

24,315

QUALCOMM, Inc.

10,623,400

675,861

Riverbed Technology, Inc. (a)

6,826,890

122,201

979,435

Common Stocks - continued

Shares

Value (000s)

INFORMATION TECHNOLOGY - continued

Computers & Peripherals - 9.1%

3D Systems Corp. (a)(d)

400,000

$ 17,884

Apple, Inc.

6,090,959

3,564,916

Fusion-io, Inc. (a)(d)(e)

9,232,053

215,384

NetApp, Inc. (a)

534,686

16,955

Silicon Graphics International Corp. (a)(d)(e)

3,209,356

26,926

Stratasys, Inc. (a)

318,424

23,866

3,865,931

Electronic Equipment & Components - 0.3%

Corning, Inc.

1,103,000

13,490

Trimble Navigation Ltd. (a)

495,000

27,542

Universal Display Corp. (a)(d)(e)

3,595,914

85,870

126,902

Internet Software & Services - 6.1%

Akamai Technologies, Inc. (a)

2,140,000

78,367

Baidu.com, Inc. sponsored ADR (a)

1,320,000

127,129

Demandware, Inc.

1,447,773

39,655

Dropbox, Inc. (g)

1,105,082

10,000

eBay, Inc. (a)

6,257,200

330,505

Facebook, Inc. Class A (d)

4,606,814

128,991

Google, Inc. Class A (a)

2,277,448

1,590,501

LinkedIn Corp. (a)

190,000

20,547

Mail.ru Group Ltd. GDR (f)

122,600

4,046

MercadoLibre, Inc.

350,000

25,183

Rackspace Hosting, Inc. (a)

2,825,000

195,264

SINA Corp. (a)

310,000

14,111

Yandex NV (a)

895,000

19,529

YouKu.com, Inc. ADR (a)(d)

1,670,000

28,490

2,612,318

IT Services - 3.6%

Cognizant Technology Solutions Corp. Class A (a)

1,734,716

116,625

IBM Corp.

2,909,800

553,066

MasterCard, Inc. Class A

837,000

409,025

Teradata Corp. (a)

540,000

32,119

VeriFone Systems, Inc. (a)

115,000

3,495

Visa, Inc. Class A

2,934,100

439,264

1,553,594

Semiconductors & Semiconductor Equipment - 5.6%

Altera Corp.

1,690,000

54,739

Applied Micro Circuits Corp. (a)(e)

6,216,938

42,462

Common Stocks - continued

Shares

Value (000s)

INFORMATION TECHNOLOGY - continued

Semiconductors & Semiconductor Equipment - continued

ARM Holdings PLC sponsored ADR

1,400,000

$ 52,248

ASML Holding NV

880,794

55,111

Broadcom Corp. Class A

4,755,000

153,967

Cree, Inc. (a)(d)(e)

11,365,294

367,213

Cypress Semiconductor Corp. (e)

15,593,240

158,271

Intel Corp.

2,710,000

53,035

KLA-Tencor Corp.

510,000

23,190

Marvell Technology Group Ltd.

1,918,310

16,267

MaxLinear, Inc. Class A (a)

2,354,608

12,644

Mellanox Technologies Ltd. (a)(d)(e)

4,231,289

308,376

NVIDIA Corp. (e)

48,180,384

577,201

Peregrine Semiconductor Corp.

300,000

5,079

Rambus, Inc. (a)(d)(e)

11,457,400

56,027

Samsung Electronics Co. Ltd.

50,000

64,942

Silicon Laboratories, Inc. (a)(e)

4,600,680

192,400

Skyworks Solutions, Inc. (a)

1,625,000

36,806

Texas Instruments, Inc.

3,941,000

116,141

Volterra Semiconductor Corp. (a)(e)

1,291,805

22,684

2,368,803

Software - 9.2%

Activision Blizzard, Inc.

6,924,776

79,219

Adobe Systems, Inc. (a)

668,236

23,128

Citrix Systems, Inc. (a)

954,677

58,388

Electronic Arts, Inc. (a)

300,000

4,443

Guidewire Software, Inc.

1,525,000

45,598

Intuit, Inc.

685,000

41,038

Jive Software, Inc. (d)

1,830,400

26,468

Microsoft Corp.

10,770,000

286,697

Nuance Communications, Inc. (a)

2,355,000

52,375

Oracle Corp.

6,925,000

222,293

QLIK Technologies, Inc. (a)(e)

8,181,676

158,561

Red Hat, Inc. (a)(e)

15,218,586

751,798

salesforce.com, Inc. (a)(e)

10,603,685

1,671,883

ServiceNow, Inc. (d)

963,400

31,436

SolarWinds, Inc. (a)

3,295,607

184,653

Solera Holdings, Inc.

946,355

48,983

Splunk, Inc. (d)

456,300

13,780

TiVo, Inc. (a)(e)

8,074,576

94,473

Common Stocks - continued

Shares

Value (000s)

INFORMATION TECHNOLOGY - continued

Software - continued

VMware, Inc. Class A (a)

1,367,533

$ 124,377

Workday, Inc.

529,150

26,510

3,946,101

TOTAL INFORMATION TECHNOLOGY

15,453,084

MATERIALS - 2.4%

Chemicals - 2.0%

CF Industries Holdings, Inc.

46,785

10,013

E.I. du Pont de Nemours & Co.

3,645,000

157,245

Monsanto Co.

7,319,978

670,437

The Dow Chemical Co.

695,000

20,982

858,677

Metals & Mining - 0.4%

Alcoa, Inc.

1,650,000

13,877

Barrick Gold Corp.

54,000

1,875

Fortescue Metals Group Ltd. (d)

13,372,802

54,567

Freeport-McMoRan Copper & Gold, Inc.

2,400,000

93,624

Mongolian Mining Corp. (a)

25,802,500

12,884

Nucor Corp.

200,000

8,236

185,063

TOTAL MATERIALS

1,043,740

TELECOMMUNICATION SERVICES - 0.9%

Diversified Telecommunication Services - 0.5%

Verizon Communications, Inc.

4,715,000

208,026

Wireless Telecommunication Services - 0.4%

Sprint Nextel Corp. (a)

27,115,000

155,369

TOTAL TELECOMMUNICATION SERVICES

363,395

TOTAL COMMON STOCKS

(Cost $27,482,000)


42,516,129

Preferred Stocks - 0.2%

Shares

Value (000s)

Convertible Preferred Stocks - 0.1%

HEALTH CARE - 0.1%

Biotechnology - 0.1%

Ariosa Diagnostics (g)

827,814

$ 5,000

bluebird bio (g)

9,767,944

4,867

Intarcia Therapeutics, Inc. (g)

1,051,411

14,331

24,198

Health Care Technology - 0.0%

Castlight Health, Inc. Series D (a)(g)

2,070,648

14,495

Pharmaceuticals - 0.0%

Agios Pharmaceuticals, Inc. Series C (g)

2,036,659

10,002

Concert Pharmaceuticals, Inc. Series C, 6.00% (a)(g)

4,000,000

7,160

17,162

TOTAL HEALTH CARE

55,855

Nonconvertible Preferred Stocks - 0.1%

CONSUMER DISCRETIONARY - 0.1%

Automobiles - 0.1%

Volkswagen AG

70,000

15,153

TOTAL PREFERRED STOCKS

(Cost $68,093)


71,008

Money Market Funds - 3.5%

Fidelity Cash Central Fund, 0.19% (b)

84,626,525

84,627

Fidelity Securities Lending Cash Central Fund, 0.19% (b)(c)

1,396,050,976

1,396,051

TOTAL MONEY MARKET FUNDS

(Cost $1,480,678)


1,480,678

TOTAL INVESTMENT PORTFOLIO - 103.2%

(Cost $29,030,771)

44,067,815

NET OTHER ASSETS (LIABILITIES) - (3.2)%

(1,364,479)

NET ASSETS - 100%

$ 42,703,336

Legend

(a) Non-income producing

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

(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 $4,046,000 or 0.0% of net assets.

(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 $66,006,000 or 0.2% of net assets.

Additional information on each restricted holding is as follows:

Security

Acquisition Date

Acquisition Cost (000s)

Agios Pharmaceuticals, Inc. Series C

11/16/11

$ 10,002

Ariosa Diagnostics

11/30/11

$ 5,000

bluebird bio

7/23/12

$ 4,867

Castlight Health, Inc. Series D

4/25/12

$ 12,500

Concert Pharmaceuticals, Inc.

2/9/09

$ 151

Concert Pharmaceuticals, Inc. Series C, 6.00%

4/25/08

$ 10,000

Dropbox, Inc.

5/2/12

$ 10,000

Intarcia Therapeutics, Inc.

11/14/12

$ 14,331

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

$ 145

Fidelity Securities Lending Cash Central Fund

25,930

Total

$ 26,075

Other Affiliated Issuers

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

Affiliates
(Amounts in thousands)

Value, beginning of period

Purchases

Sales Proceeds

Dividend Income

Value,
end of
period

Acadia Pharmaceuticals, Inc.

$ 2,734

$ -

$ 2,923

$ -

$ -

Alkermes PLC

155,687

48,871

-

-

253,053

Alnylam Pharmaceuticals, Inc.

21,380

13,249

1,206

-

66,565

Amylin Pharmaceuticals, Inc.

155,977

25,669

493,652

-

-

Applied Micro Circuits Corp.

19,240

25,315

-

-

42,462

Array Biopharma, Inc.

8,733

-

5,222

-

-

BJ's Restaurants, Inc.

89,346

-

89,547

-

-

Cepheid, Inc.

210,518

30,080

61,569

-

159,589

Chuys Holdings, Inc.

-

24,366

-

-

35,427

Clovis Oncology, Inc.

8,207

27,896

-

-

33,113

Cree, Inc.

146,571

160,315

6,388

-

367,213

Cypress Semiconductor Corp.

327,875

-

22,593

-

158,271

Elan Corp. PLC sponsored ADR

461,138

-

62,131

-

376,187

Endocyte, Inc.

19,749

-

5,554

-

-

Exelixis, Inc.

59,143

21,178

-

-

84,573

Fifth & Pacific Companies, Inc.

-

77,953

55,889

-

-

Fossil, Inc.

504,221

88,549

59,256

-

497,354

Francescas Holdings Corp.

28,946

50,442

-

-

96,789

Fresh Market, Inc.

92,130

11,345

5,305

-

126,904

Fusion-io, Inc.

175,921

108,255

-

-

215,384

Herbalife Ltd.

561,307

58,610

14,544

13,076

496,486

Home Inns & Hotels Management, Inc. sponsored ADR

113,369

-

18,811

-

74,592

Human Genome Sciences, Inc.

146,243

17,171

296,494

-

-

ICG Group, Inc.

32,503

-

-

-

42,091

ImmunoGen, Inc.

91,441

12,735

-

-

105,959

Immunomedics, Inc.

25,288

-

-

-

24,008

Infinera Corp.

69,850

5,912

-

-

62,562

Insulet Corp.

71,652

-

-

-

84,648

InterMune, Inc.

89,495

-

37,815

-

-

Affiliates
(Amounts in thousands)

Value, beginning of period

Purchases

Sales Proceeds

Dividend Income

Value,
end of
period

Isis Pharmaceuticals, Inc.

$ 73,887

$ 500

$ -

$ -

$ 92,150

JetBlue Airways Corp.

118,182

-

49,719

-

94,756

K12, Inc.

23,971

24,594

-

-

34,833

Lexicon Pharmaceuticals, Inc.

39,495

22,695

-

-

87,605

Lions Gate Entertainment Corp.

51,733

57,228

96,526

-

-

lululemon athletica, Inc.

602,220

-

-

-

869,765

Lumber Liquidators Holdings, Inc.

46,757

-

1,203

-

146,824

MAP Pharmaceuticals, Inc.

37,692

10,570

-

-

55,893

Mellanox Technologies Ltd.

136,158

27,102

-

-

308,376

Merrimack Pharmaceuticals, Inc.

-

37,460

-

-

41,906

Metabolix, Inc.

15,022

-

1,332

-

2,899

Micromet, Inc.

56,424

-

100,315

-

-

NPS Pharmaceuticals, Inc.

41,857

2,335

-

-

78,422

NVIDIA Corp.

647,403

212,431

121,091

3,638

577,201

Pandora Media, Inc.

26,213

109,344

72,724

-

-

Pharmasset, Inc.

974,116

-

967,313

-

-

PrivateBancorp, Inc.

39,048

4,725

-

163

71,583

QLIK Technologies, Inc.

193,237

35,201

-

-

158,561

Rambus, Inc.

91,430

-

-

-

56,027

Red Hat, Inc.

718,327

48,408

11,050

-

751,798

Regeneron Pharmaceuticals, Inc.

527,289

12,979

114,569

-

1,433,871

Rigel Pharmaceuticals, Inc.

49,910

7,905

-

-

61,337

Riverbed Technology, Inc.

367,848

59,959

192,060

-

-

salesforce.com, Inc.

1,096,640

166,028

-

-

1,671,883

Seattle Genetics, Inc.

189,210

11,275

-

-

299,180

Silicon Graphics International Corp.

46,214

849

-

-

26,926

Silicon Image, Inc.

32,167

-

34,392

-

-

Silicon Laboratories, Inc.

198,841

-

-

-

192,400

SodaStream International Ltd.

58,487

1,239

-

-

79,374

SuccessFactors, Inc.

204,934

-

317,976

-

-

Affiliates
(Amounts in thousands)

Value, beginning of period

Purchases

Sales Proceeds

Dividend Income

Value,
end of
period

TiVo, Inc.

$ 114,851

$ -

$ 36,268

$ -

$ 94,473

Transition Therapeutics, Inc.

3,545

-

-

-

5,738

Universal Display Corp.

57,334

83,702

-

-

85,870

Vera Bradley, Inc.

93,095

-

86,582

-

-

Volterra Semiconductor Corp.

63,046

-

23,972

-

22,684

Total

$ 10,725,247

$ 1,744,440

$ 3,465,991

$ 16,877

$ 10,805,565

Other Information

The following is a summary of the inputs used, as of November 30, 2012, 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

$ 6,975,484

$ 6,975,484

$ -

$ -

Consumer Staples

4,918,325

4,918,325

-

-

Energy

1,845,874

1,845,874

-

-

Financials

1,988,306

1,988,306

-

-

Health Care

7,286,971

7,230,965

-

56,006

Industrials

2,711,958

2,711,958

-

-

Information Technology

15,453,084

15,443,084

-

10,000

Materials

1,043,740

1,043,740

-

-

Telecommunication Services

363,395

363,395

-

-

Money Market Funds

1,480,678

1,480,678

-

-

Total Investments in Securities:

$ 44,067,815

$ 44,001,809

$ -

$ 66,006

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

Annual Report


Financial Statements

Statement of Assets and Liabilities

 Amounts in thousands (except per-share amounts)

November 30, 2012

Assets

Investment in securities, at value (including securities loaned of $1,348,416) - See accompanying schedule:

Unaffiliated issuers (cost $20,916,176)

$ 31,781,572

Fidelity Central Funds (cost $1,480,678)

1,480,678

Other affiliated issuers (cost $6,633,917)

10,805,565

Total Investments (cost $29,030,771)

$ 44,067,815

Foreign currency held at value (cost $3,044)

3,045

Receivable for investments sold

53,599

Receivable for fund shares sold

789,446

Dividends receivable

47,577

Distributions receivable from Fidelity Central Funds

1,638

Prepaid expenses

144

Other receivables

1,033

Total assets

44,964,297

Liabilities

Payable for investments purchased

$ 55,970

Payable for fund shares redeemed

778,748

Accrued management fee

24,611

Other affiliated payables

4,359

Other payables and accrued expenses

1,222

Collateral on securities loaned, at value

1,396,051

Total liabilities

2,260,961

Net Assets

$ 42,703,336

Net Assets consist of:

Paid in capital

$ 26,582,589

Undistributed net investment income

89,378

Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions

994,414

Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies

15,036,955

Net Assets

$ 42,703,336

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

Annual Report

Statement of Assets and Liabilities - continued

 Amounts in thousands (except per-share amounts)

November 30, 2012

Growth Company:
Net Asset Value
, offering price and redemption price per share ($22,951,546 ÷ 239,588 shares)

$ 95.80

Class K:
Net Asset Value
, offering price and redemption price per share ($15,453,926 ÷ 161,276 shares)

$ 95.82

Class F:
Net Asset Value
, offering price and redemption price per share ($4,297,864 ÷ 44,841 shares)

$ 95.85

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

Annual Report

Financial Statements - continued

Statement of Operations

 Amounts in thousands

Year ended November 30, 2012

Investment Income

Dividends (including $16,877 earned from other affiliated issuers)

$ 417,210

Interest

5

Income from Fidelity Central Funds (including $25,930 from security lending)

26,075

Total income

443,290

Expenses

Management fee
Basic fee

$ 233,285

Performance adjustment

62,311

Transfer agent fees

52,268

Accounting and security lending fees

2,492

Custodian fees and expenses

858

Independent trustees' compensation

279

Registration fees

356

Audit

97

Legal

147

Interest

15

Miscellaneous

409

Total expenses before reductions

352,517

Expense reductions

(518)

351,999

Net investment income (loss)

91,291

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

Unaffiliated issuers

570,614

Other affiliated issuers

743,404

Foreign currency transactions

(240)

Total net realized gain (loss)

1,313,778

Change in net unrealized appreciation (depreciation) on:

Investment securities (net of increase in deferred foreign taxes of $39)

4,708,331

Assets and liabilities in foreign currencies

(39)

Total change in net unrealized appreciation (depreciation)

4,708,292

Net gain (loss)

6,022,070

Net increase (decrease) in net assets resulting from operations

$ 6,113,361

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

Annual Report

Statement of Changes in Net Assets

 Amounts in thousands

Year ended
November 30, 2012

Year ended
November 30, 2011

Increase (Decrease) in Net Assets

Operations

Net investment income (loss)

$ 91,291

$ 55,998

Net realized gain (loss)

1,313,778

1,828,298

Change in net unrealized appreciation (depreciation)

4,708,292

753,704

Net increase (decrease) in net assets resulting
from operations

6,113,361

2,638,000

Distributions to shareholders from net investment income

(45,344)

(16,269)

Distributions to shareholders from net realized gain

(1,197,704)

-

Total distributions

(1,243,048)

(16,269)

Share transactions - net increase (decrease)

(29,518)

(336,594)

Total increase (decrease) in net assets

4,840,795

2,285,137

Net Assets

Beginning of period

37,862,541

35,577,404

End of period (including undistributed net investment income of $89,378 and undistributed net investment income of $43,684, respectively)

$ 42,703,336

$ 37,862,541

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

Annual Report

Financial Highlights - Growth Company

Years ended November 30,

2012

2011

2010

2009

2008

Selected Per-Share Data

Net asset value, beginning of period

$ 85.29

$ 79.40

$ 65.75

$ 47.24

$ 83.70

Income from Investment Operations

Net investment income (loss) B

  .15

  .09

  .01

  .15

  .11

Net realized and unrealized gain (loss)

  13.12

  5.80

  13.76

  18.44

  (35.97)

Total from investment operations

  13.27

  5.89

  13.77

  18.59

  (35.86)

Distributions from net investment income

  (.05)

  - F

  (.12)

  (.08)

  -

Distributions from net realized gain

  (2.71)

  -

  (.01)

  -

  (.60)

Total distributions

  (2.76)

  - F

  (.12) G

  (.08)

  (.60)

Net asset value, end of period

$ 95.80

$ 85.29

$ 79.40

$ 65.75

$ 47.24

Total Return A

  16.24%

  7.42%

  20.98%

  39.41%

  (43.15)%

Ratios to Average Net Assets C,E

Expenses before reductions

  .90%

  .84%

  .89%

  .93%

  .97%

Expenses net of fee waivers, if any

  .90%

  .84%

  .89%

  .93%

  .97%

Expenses net of all reductions

  .90%

  .84%

  .89%

  .93%

  .96%

Net investment income (loss)

  .16%

  .10%

  .02%

  .27%

  .15%

Supplemental Data

Net assets, end of period (in millions)

$ 22,952

$ 24,665

$ 27,742

$ 27,204

$ 21,090

Portfolio turnover rate D

  33%

  36%

  36%

  64%

  55%

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

B Calculated based on average shares outstanding during the period.

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

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

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

F Amount represents less than $.01 per share.

G Total distributions of $.12 per share is comprised of distributions from net investment income of $.119 and distributions from net realized gain of $.005 per share.

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

Annual Report

Financial Highlights - Class K

Years ended November 30,

2012

2011

2010

2009

2008 G

Selected Per-Share Data

Net asset value, beginning of period

$ 85.35

$ 79.48

$ 65.82

$ 47.29

$ 80.34

Income from Investment Operations

Net investment income (loss) D

  .27

  .21

  .13

  .27

  .11

Net realized and unrealized gain (loss)

  13.10

  5.80

  13.78

  18.44

  (33.16)

Total from investment operations

  13.37

  6.01

  13.91

  18.71

  (33.05)

Distributions from net investment income

  (.19)

  (.14)

  (.24)

  (.18)

  -

Distributions from net realized gain

  (2.71)

  -

  (.01)

  -

  -

Total distributions

  (2.90)

  (.14)

  (.25)

  (.18)

  -

Net asset value, end of period

$ 95.82

$ 85.35

$ 79.48

$ 65.82

$ 47.29

Total Return B,C

  16.38%

  7.57%

  21.20%

  39.70%

  (41.14)%

Ratios to Average Net Assets E,H

Expenses before reductions

  .77%

  .70%

  .72%

  .72%

  .81% A

Expenses net of fee waivers, if any

  .77%

  .70%

  .72%

  .72%

  .81% A

Expenses net of all reductions

  .77%

  .70%

  .72%

  .72%

  .81% A

Net investment income (loss)

  .29%

  .24%

  .18%

  .48%

  .42% A

Supplemental Data

Net assets, end of period (in millions)

$ 15,454

$ 10,568

$ 6,571

$ 4,050

$ 1,305

Portfolio turnover rate F

  33%

  36%

  36%

  64%

  55%

A Annualized

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

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

D Calculated based on average shares outstanding during the period.

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 May 9, 2008 (commencement of sale of shares) to November 30, 2008.

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.

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

Annual Report

Financial Highlights - Class F

Years ended November 30,

2012

2011

2010

2009 G

Selected Per-Share Data

Net asset value, beginning of period

$ 85.36

$ 79.48

$ 65.82

$ 55.55

Income from Investment Operations

Net investment income (loss) D

  .32

  .26

  .17

  .16

Net realized and unrealized gain (loss)

  13.11

  5.79

  13.77

  10.11

Total from investment operations

  13.43

  6.05

  13.94

  10.27

Distributions from net investment income

  (.22)

  (.17)

  (.27)

  -

Distributions from net realized gain

  (2.71)

  -

  (.01)

  -

Total distributions

  (2.94) I

  (.17)

  (.28)

  -

Net asset value, end of period

$ 95.85

$ 85.36

$ 79.48

$ 65.82

Total Return B,C

  16.46%

  7.62%

  21.26%

  18.49%

Ratios to Average Net Assets E,H

Expenses before reductions

  .72%

  .65%

  .67%

  .67% A

Expenses net of fee waivers, if any

  .72%

  .65%

  .67%

  .67% A

Expenses net of all reductions

  .72%

  .65%

  .67%

  .67% A

Net investment income (loss)

  .34%

  .30%

  .23%

  .60% A

Supplemental Data

Net assets, end of period (in millions)

$ 4,298

$ 2,629

$ 1,264

$ 133

Portfolio turnover rate F

  33%

  36%

  36%

  64%

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 26, 2009 (commencement of sale of shares) to November 30, 2009.

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

I Total distributions of $2.94 per share is comprised of distributions from net investment income of $.224 and distributions from net realized gain of $2.712 per share.

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

Annual Report


Notes to Financial Statements

For the period ended November 30, 2012

(Amounts in thousands except percentages)

1. Organization.

Fidelity® Growth Company Fund (the Fund) is a fund of Fidelity Mt. Vernon Street Trust (the Trust) and is authorized to issue an unlimited number of shares. The Fund is currently closed to most new accounts. The Trust is registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end management investment company organized as a Massachusetts business trust. The Fund offers Growth Company, Class K, and Class F shares, each of which, has equal rights as to assets and voting privileges. Each class has exclusive voting rights with respect to matters that affect that class. Class F shares of the Fund are only available for purchase by mutual funds for which Fidelity Management & Research Company (FMR) or an affiliate serves as investment manager. Investment income, realized and unrealized capital gains and losses, the common expenses of the Fund, and certain fund-level expense reductions, if any, are allocated on a pro-rata basis to each class based on the relative net assets of each class to the total net assets of the Fund. Each class differs with respect to transfer agent fees incurred. Certain expense reductions may also differ by class.

2. Investments in Fidelity Central Funds.

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

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

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

3. Significant Accounting Policies.

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

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except percentages)

3. Significant Accounting Policies - continued

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

Investment Valuation. Investments are valued as of 4:00 p.m. Eastern time on the last calendar day of the period. In accordance with valuation policies and procedures approved by the Board of Trustees (the Board), the Fund attempts to obtain prices from one or more third party pricing vendors or brokers to value its investments. When current market prices, quotations or 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 Fund's 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 significant 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 are used and are 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

Annual Report

3. Significant Accounting Policies - continued

Investment Valuation - continued

limited, assumptions about market activity and risk are used and these securities are categorized as Level 3 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 November 30, 2012, 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. The Fund estimates the components of distributions received that may be considered return of capital distributions or capital gain distributions. Interest income and distributions from the Fidelity Central Funds are

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except percentages)

3. Significant Accounting Policies - continued

Investment Transactions and Income - continued

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.

Expenses. Expenses directly attributable to a fund are charged to that fund. Expenses attributable to more than one fund are allocated among the respective funds on the basis of relative net assets or other appropriate methods. Expense estimates are accrued in the period to which they relate and adjustments are made when actual amounts are known.

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. As of November 30, 2012, the Fund did not have any unrecognized tax benefits in the financial statements; nor is the Fund aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will significantly change in the next twelve months. The Fund files a U.S. federal tax return, in addition to state and local tax returns as required. A fund's federal income tax returns are subject to examination by the Internal Revenue Service (IRS) for a period of three fiscal years after they are filed. State and local tax returns may be subject to examination for an additional fiscal year depending on the jurisdiction. Foreign taxes are provided for based on the Fund's understanding of the tax rules and rates that exist in the foreign markets in which it invests. The Fund is subject to a tax imposed on capital gains by certain countries in which it invests. An estimated deferred tax liability for net unrealized appreciation on the applicable securities is included in Other payables and accrued expenses on the Statement of Assets & Liabilities.

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

Annual 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, deferred trustees compensation, 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

$ 17,261,347

Gross unrealized depreciation

(2,316,005)

Net unrealized appreciation (depreciation) on securities and other investments

$ 14,945,342

Tax Cost

$ 29,122,473

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

Undistributed ordinary income

$ 90,343

Undistributed long-term capital gain

$ 1,086,115

Net unrealized appreciation (depreciation)

$ 14,945,292

The tax character of distributions paid was as follows:

November 30, 2012

November 30, 2011

Ordinary Income

$ 45,344

$ 16,269

Long-term Capital Gains

1,197,704

-

Total

$ 1,243,048

$ 16,269

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. In December 2011, the Financial Accounting Standards Board issued Accounting Standard Update No. 2011-11, Disclosures about Offsetting Assets and Liabilities. The update creates new disclosure requirements

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except percentages)

3. Significant Accounting Policies - continued

New Accounting Pronouncement - continued

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. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $13,650,130 and $14,803,889, 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 Growth Company as compared to an appropriate benchmark index. For the period, the total annual management fee rate, including the performance adjustment, was .71% of the Fund's average net assets.

Transfer Agent Fees. Fidelity Investments Institutional Operations Company, Inc. (FIIOC), an affiliate of FMR, is the transfer, dividend disbursing and shareholder servicing agent for each class of the Fund. FIIOC receives account fees and asset-based fees that vary according to the account size and type of account of the shareholders of Growth Company. FIIOC receives an asset-based fee of Class K's average net assets. FIIOC receives no fees for providing transfer agency services to Class F.

Annual Report

5. Fees and Other Transactions with Affiliates - continued

Transfer Agent Fees - continued

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

Growth Company

$ 45,507

.18

Class K

6,761

.05

$ 52,268

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. The commissions paid to these affiliated firms were $260 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

$ 100,654

.40%

$ 15

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 $112 and is reflected in Miscellaneous expenses on the Statement of Operations. During the period, there were no borrowings on this line of credit.

Annual Report

Notes to Financial Statements - 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, a fund could experience delays and costs in recovering the securities loaned or in gaining access to the collateral. Any cash collateral received is invested in the Fidelity Securities Lending Cash Central Fund. The value of loaned securities and cash collateral at period end are disclosed on the Fund's Statement of Assets and Liabilities. The value of securities loaned to FCM at period end was $71,818. Security lending income represents the income earned on investing cash collateral, less rebates paid to borrowers, plus any premium payments received for lending certain types of securities. Security lending income is presented in the Statement of Operations as a component of income from Fidelity Central Funds, and includes $1,097 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 $518 for the period.

9. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Years ended November 30,

2012

2011

From net investment income

Growth Company

$ 14,166

$ 1,033

Class K

23,929

12,176

Class F

7,249

3,060

Total

$ 45,344

$ 16,269

From net realized gain

Growth Company

$ 768,386

$ -

Class K

341,548

-

Class F

87,770

-

Total

$ 1,197,704

$ -

Annual Report

10. Share Transactions.

Transactions for each class of shares were as follows:

Shares

Dollars

Years ended November 30,

2012

2011

2012

2011

Growth Company

Shares sold

34,382

51,025

$ 3,169,434

$ 4,388,661

Reinvestment of distributions

9,639

12

763,625

1,012

Shares redeemed

(93,623)

(111,230)

(8,603,690)

(9,554,766)

Net increase (decrease)

(49,602)

(60,193)

$ (4,670,631)

$ (5,165,093)

Class K

Shares sold

70,532

62,815

$ 6,533,365

$ 5,422,105

Reinvestment of distributions

4,618

146

365,477

12,176

Shares redeemed

(37,698)

(21,815)

(3,503,096)

(1,876,905)

Net increase (decrease)

37,452

41,146

$ 3,395,746

$ 3,557,376

Class F

Shares sold

16,425

18,542

$ 1,489,905

$ 1,585,903

Reinvestment of distributions

1,201

37

95,019

3,060

Shares redeemed

(3,579)

(3,695)

(339,557)

(317,840)

Net increase (decrease)

14,047

14,884

$ 1,245,367

$ 1,271,123

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.

Annual Report


Report of Independent Registered Public Accounting Firm

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

We have audited the accompanying statement of assets and liabilities of Fidelity Growth Company Fund (the Fund), a fund of Fidelity Mt. Vernon Street Trust, including the schedule of investments, as of November 30, 2012, and the related statement of operations for the year then ended, the statement of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended. These financial statements and financial highlights are the responsibility of the Fund's management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of November 30, 2012, by correspondence with the custodians and brokers; where replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Fidelity Growth Company Fund as of November 30, 2012, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.

DELOITTE & TOUCHE LLP

Boston, Massachusetts

January 15, 2013

Annual Report


Trustees and Officers

The Trustees, Members of the Advisory Board, and executive officers of the trust and fund, as applicable, are listed below. The Board of Trustees governs the fund and is responsible for protecting the interests of shareholders. The Trustees are experienced executives who meet periodically throughout the year to oversee the fund's activities, review contractual arrangements with companies that provide services to the fund, oversee management of the risks associated with such activities and contractual arrangements, and review the fund's performance. Except for James C. Curvey, each of the Trustees oversees 236 funds advised by FMR or an affiliate. Mr. Curvey oversees 454 funds advised by FMR or an affiliate.

The Trustees hold office without limit in time except that (a) any Trustee may resign; (b) any Trustee may be removed by written instrument, signed by at least two-thirds of the number of Trustees prior to such removal; (c) any Trustee who requests to be retired or who has become incapacitated by illness or injury may be retired by written instrument signed by a majority of the other Trustees; and (d) any Trustee may be removed at any special meeting of shareholders by a two-thirds vote of the outstanding voting securities of the trust. Each Trustee who is not an interested person (as defined in the 1940 Act) (Independent Trustee), shall retire not later than the last day of the calendar year in which his or her 75th birthday occurs. The Independent Trustees may waive this mandatory retirement age policy with respect to individual Trustees. The executive officers and Advisory Board Members hold office without limit in time, except that any officer and Advisory Board Member may resign or may be removed by a vote of a majority of the Trustees at any regular meeting or any special meeting of the Trustees. Except as indicated, each individual has held the office shown or other offices in the same company for the past five years.

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

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

Annual Report

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

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

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

Annual Report

Trustees and Officers - continued

The fund's Statement of Additional Information (SAI) includes more information about the Trustees. To request a free copy, call Fidelity at 1-800-835-5092.

Interested Trustees*:

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

Name, Age; Principal Occupations and Other Relevant Experience+

James C. Curvey (77)

Year of Election or Appointment: 2007

Mr. Curvey is Trustee and Chairman of the Board of Trustees of certain Trusts. Mr. Curvey also serves as Trustee (2007-present) of other investment companies advised by FMR. Mr. Curvey is a Director of Fidelity Investments Money Management, Inc. (2009-present), Director of Fidelity Research & Analysis Co. (2009-present) and Director of FMR and FMR Co., Inc. (2007-present). Mr. Curvey is also Vice Chairman (2007-present) and Director of FMR LLC. In addition, Mr. Curvey serves as an Overseer for the Boston Symphony Orchestra and a member of the Trustees of Villanova University. Previously, Mr. Curvey was the Vice Chairman (2006-2007) and Director (2000-2007) of FMR Corp.

Ronald P. O'Hanley (55)

Year of Election or Appointment: 2011

Mr. O'Hanley is Director of FMR Co., Inc. (2010-present), Director of Fidelity Investments Money Management, Inc. (2010-present), Director of Fidelity Research & Analysis Company (2010-present), President of Fidelity Asset Management and Corporate Services and a member of Fidelity's Executive Committee (2010-present). Previously, Mr. O'Hanley served as President and Chief Executive Officer of BNY Mellon Asset Management (2007-2010). Mr. O'Hanley also served as Vice Chairman of Bank New York Mellon Corp. and a member of that firm's Executive Committee. Prior to the 2007 merger of The Bank of New York and Mellon Financial Corporation, he was Vice Chairman of Mellon Financial Corporation and President and Chief Executive Officer of Mellon Asset Management. He joined Mellon in February 1997. Mr. O'Hanley currently serves as Chairman of the Boston Public Library Foundation Board of Directors and sits on the Board of Directors of Beth Israel Deaconess Medical Center, the Board of Trustees of the Marine Biological Laboratory and the Advisory Board of the Maxwell School of Citizenship and Public Administration at Syracuse University. Mr. O'Hanley also chairs the Council on Asset Management for the Financial Services Roundtable and is a member of the Board of Directors of Institutional Investor's U.S. Institute.

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

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

Annual Report

Trustees and Officers - continued

Independent Trustees:

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

Name, Age; Principal Occupations and Other Relevant Experience+

Dennis J. Dirks (64)

Year of Election or Appointment: 2005

Prior to his retirement in May 2003, Mr. Dirks was Chief Operating Officer and a member of the Board of The Depository Trust & Clearing Corporation (DTCC). He also served as President, Chief Operating Officer, and Board member of The Depository Trust Company (DTC) and President and Board member of the National Securities Clearing Corporation (NSCC). In addition, Mr. Dirks served as Chief Executive Officer and Board member of the Government Securities Clearing Corporation, Chief Executive Officer and Board member of the Mortgage-Backed Securities Clearing Corporation, as a Trustee and a member of the Finance Committee of Manhattan College (2005-2008), and as a Trustee and a member of the Finance Committee of AHRC of Nassau County (2006-2008). Mr. Dirks is a member of the Independent Directors Council (IDC) Governing Council (2010-present) and Board of Directors for The Brookville Center for Children's Services, Inc. (2009-present).

Alan J. Lacy (59)

Year of Election or Appointment: 2008

Mr. Lacy serves as Senior Adviser (2007-present) of Oak Hill Capital Partners, L.P. (private equity). Mr. Lacy also served as Chief Executive Officer (2000-2005) and Vice Chairman (2005-2006) of Sears Holdings Corporation and Sears, Roebuck and Co. (retail). In addition, Mr. Lacy serves as a member of the Board of Directors of Dave & Buster's Entertainment, Inc. (restaurant and entertainment complexes, 2010-present), Earth Fare, Inc. (retail grocery, 2012-present), The Hillman Companies, Inc. (hardware wholesalers, 2010-present), and Bristol-Myers Squibb Company (global pharmaceuticals, 2008-present). Mr. Lacy is a member of the Board of Trustees of The National Parks Conservation Association (2006-present). Previously, Mr. Lacy served as Chairman of the Board of Trustees of the National Parks Conservation Association (2008-2011) and as a member of the Board of Directors for the Western Union Company (global money transfer, 2006-2011).

Ned C. Lautenbach (68)

Year of Election or Appointment: 2000

Mr. Lautenbach is Chairman of the Independent Trustees of the Equity and High Income Funds (2006-present). Mr. Lautenbach currently serves as the Lead Director of the Eaton Corporation Board of Directors (diversified industrial, 1997-present). Mr. Lautenbach is Chairman of the Board of Directors of the Philharmonic Center for the Arts in Naples, Florida (2012-present) and a member of the Council on Foreign Relations (1994-present). Previously, Mr. Lautenbach was a Partner/Advisory Partner at Clayton, Dubilier & Rice, LLC (private equity investment, 1998-2010), as well as a Director of Sony Corporation (2006-2007).

Joseph Mauriello (68)

Year of Election or Appointment: 2008

Prior to his retirement in January 2006, Mr. Mauriello served in numerous senior management positions including Deputy Chairman and Chief Operating Officer (2004-2005), and Vice Chairman of Financial Services (2002-2004) of KPMG LLP US (professional services, 1965-2005). Mr. Mauriello currently serves as a member of the Board of Directors of XL Group plc. (global insurance and re-insurance, 2006-present). Previously, Mr. Mauriello served as a Director of the Hamilton Funds of the Bank of New York (2006-2007) and of Arcadia Resources Inc. (health care services and products, 2007-2012).

Robert W. Selander (62)

Year of Election or Appointment: 2011

Previously, Mr. Selander served as a Member of the Advisory Board of Fidelity's Equity and High Income Funds (2011), Executive Vice Chairman (2010), Chief Executive Officer (2009-2010), and President and Chief Executive Officer (1997-2009) of Mastercard, Inc.

Cornelia M. Small (68)

Year of Election or Appointment: 2005

Ms. Small is a member of the Board of Directors (2009-present) and Chair of the Investment Committee (2010-present) of the Teagle Foundation. Ms. Small also serves on the Investment Committee of the Berkshire Taconic Community Foundation (2008-present). Previously, Ms. Small served as Chairperson (2002-2008) and a member of the Investment Committee and Chairperson (2008-2012) and a member of the Board of Trustees of Smith College. In addition, Ms. Small served as Chief Investment Officer, Director of Global Equity Investments, and a member of the Board of Directors of Scudder, Stevens & Clark and Scudder Kemper Investments.

William S. Stavropoulos (73)

Year of Election or Appointment: 2002

Mr. Stavropoulos is Vice Chairman of the Independent Trustees of the Equity and High Income Funds (2006-present). Mr. Stavropoulos serves as President and Founder of the Michigan Baseball Foundation, the Great Lakes Loons (2007-present). Mr. Stavropoulos is Chairman Emeritus of the Board of Directors of The Dow Chemical Company, where he previously served in numerous senior management positions, including President, CEO (1995-2000; 2002-2004), Chairman of the Executive Committee (2000-2006), and as a member of the Board of Directors (1990-2006). Currently, Mr. Stavropoulos is a Director of Univar Inc. (global distributor of commodity and specialty chemicals, Chairman from 2010-May 2012 and Lead Director from May 2012-present), Teradata Corporation (data warehousing and technology solutions, 2008-present), Maersk Inc. (industrial conglomerate), and Tyco International, Ltd. (multinational manufacturing and services, 2007-present), and a member of the Advisory Board for Metalmark Capital LLC (private equity investment, 2005-present). Mr. Stavropoulos is an operating advisor to Clayton, Dubilier & Rice, LLC (private equity investment). In addition, Mr. Stavropoulos is a member of the University of Notre Dame Advisory Council for the College of Science, a Trustee of the Rollin L. Gerstacker Foundation, and a Director of the Naples Philharmonic Center for the Arts. Previously, Mr. Stavropoulos served as a Director of Chemical Financial Corporation (bank holding company, 1993-2012).

David M. Thomas (63)

Year of Election or Appointment: 2008

Previously, Mr. Thomas served as Executive Chairman (2005-2006) and Chairman and Chief Executive Officer (2000-2005) of IMS Health, Inc. (pharmaceutical and healthcare information solutions), and a Director of Fortune Brands, Inc. (consumer products, 2000-2011). In addition, Mr. Thomas serves as Non-Executive Chairman of the Board of Directors of Fortune Brands Home and Security (home and security products, 2011-present), and as a member of the Board of Directors of Interpublic Group of Companies, Inc. (marketing communication, 2004-present).

Michael E. Wiley (62)

Year of Election or Appointment: 2008

Mr. Wiley also serves as a Director of Asia Pacific Exploration Consolidated (international oil and gas exploration and production, 2008-present). Mr. Wiley serves as a Director of Tesoro Corporation (independent oil refiner and marketer, 2005-present), and a Director of Bill Barrett Corporation (exploration and production, 2005-present). In addition, Mr. Wiley also serves as a Director of Post Oak Bank (privately-held bank, 2004-present). Previously, Mr. Wiley served as a member of the Board of Trustees of the University of Tulsa (2000-2006; 2007-2010), as a Senior Energy Advisor of Katzenbach Partners, LLC (consulting, 2006-2007), as an Advisory Director of Riverstone Holdings (private investment), Chairman, President, and CEO of Baker Hughes, Inc. (oilfield services, 2000-2004), and as Director of Spinnaker Exploration Company (exploration and production, 2001-2005).

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

Advisory Board Members and Executive Officers:

Correspondence intended for David A. Rosow and Garnett A. Smith may be sent to Fidelity Investments, P.O. Box 55235, Boston, Massachusetts 02205-5235. Correspondence intended for each executive officer and Peter S. Lynch may be sent to Fidelity Investments, 82 Devonshire Street, Boston, Massachusetts 02109.

Name, Age; Principal Occupation

Peter S. Lynch (68)

Year of Election or Appointment: 2003

Member of the Advisory Board of Fidelity's Equity and High Income Funds. Mr. Lynch is Vice Chairman and a Director of FMR and FMR Co., Inc. In addition, Mr. Lynch serves as a Trustee of Boston College and as the Chairman of the Inner-City Scholarship Fund. Previously, Mr. Lynch served on the Special Olympics International Board of Directors (1997-2006).

David A. Rosow (70)

Year of Election or Appointment: 2012

Member of the Advisory Board of Fidelity's Equity and High Income Funds. Chairman and Chief Executive Officer of International Golf Group, Inc. (golf course development, 1989-present). Previously, Mr. Rosow served as Chairman and Chief Executive Officer of Rosow & Company, Inc. (private investment company, 1989-2011), a Lead Director of Hudson United Bancorp (2001-2006) and as a Director of TD Banknorth (1996-2006). In addition, Mr. Rosow is a member (2008-present) and President (2009-present) of the Town Council of Palm Beach, Florida.

Garnett A. Smith (65)

Year of Election or Appointment: 2012

Member of the Advisory Board of Fidelity's Equity and High Income Funds. Prior to Mr. Smith's retirement, he served as Chairman and Chief Executive Officer of Inbrand Corp. (manufacturer of personal absorbent products, 1990-1997). He also served as President (1986-1990) of Inbrand Corp. Prior to his employment with Inbrand Corp., he was employed by a retail fabric chain and North Carolina National Bank. In addition, Mr. Smith is a board member of the Jackson Hole Land Trust (2009-present).

Kenneth B. Robins (43)

Year of Election or Appointment: 2008

President and Treasurer of Fidelity's Equity and High Income Funds. Mr. Robins also serves as President and Treasurer (2010-present) and Assistant Treasurer (2009-present) of other Fidelity funds and is an employee of Fidelity Investments (2004-present). Previously, Mr. Robins served as Deputy Treasurer of the Fidelity funds (2005-2008) and Treasurer and Chief Financial Officer of The North Carolina Capital Management Trust: Cash and Term Portfolios (2006-2008).

Bruce T. Herring (47)

Year of Election or Appointment: 2006

Vice President of certain Equity Funds. Mr. Herring also serves as President of Fidelity Research & Analysis Company (2010-present), Chief Investment Officer and Director of Fidelity Management & Research (U.K.) Inc. (2010-present) and Group Chief Investment Officer of FMR. Previously, Mr. Herring served as Vice President (2005-2006) and Senior Vice President (2006-2007) of Fidelity Management & Research Company, Vice President of FMR Co., Inc. (2001-2007) and as a portfolio manager for Fidelity U.S. Equity Funds.

Brian B. Hogan (48)

Year of Election or Appointment: 2009

Vice President of Equity and High Income Funds. Mr. Hogan also serves as President of FMR's Equity Division (2009-present). Previously, Mr. Hogan served as Senior Vice President, Equity Research of FMR (2006-2009) and as a portfolio manager.

Scott C. Goebel (44)

Year of Election or Appointment: 2008

Secretary and Chief Legal Officer (CLO) of the Fidelity funds. Mr. Goebel also serves as Secretary of Fidelity Investments Money Management, Inc. (FIMM) (2010-present) and Fidelity Research and Analysis Company (FRAC) (2010-present); Secretary and CLO of The North Carolina Capital Management Trust: Cash and Term Portfolios (2008-present); General Counsel, Secretary, and Senior Vice President of FMR (2008-present) and FMR Co., Inc. (2008-present); employed by FMR LLC or an affiliate (2001-present); Chief Legal Officer of Fidelity Management & Research (Hong Kong) Limited (2008-present) and Assistant Secretary of Fidelity Management & Research (Japan) Inc. (2008-present), and Fidelity Management & Research (U.K.) Inc. (2008-present). Previously, Mr. Goebel served as Assistant Secretary of FIMM (2008-2010), FRAC (2008-2010), and the Funds (2007-2008) and as Vice President and Secretary of Fidelity Distributors Corporation (FDC) (2005-2007).

William C. Coffey (43)

Year of Election or Appointment: 2009

Assistant Secretary of Fidelity's Equity and High Income Funds. Mr. Coffey also serves as Senior Vice President and Deputy General Counsel of FMR LLC (2010-present), and is an employee of Fidelity Investments. Previously, Mr. Coffey served as Vice President and Associate General Counsel of FMR LLC (2005-2009).

Elizabeth Paige Baumann (44)

Year of Election or Appointment: 2012

Anti-Money Laundering (AML) Officer of the Fidelity funds. Ms. Baumann also serves as AML Officer of The North Carolina Capital Management Trust: Cash and Term Portfolios (2012-present), Chief AML Officer of FMR LLC (2012-present), and is an employee of Fidelity Investments. Previously, Ms. Baumann served as Vice President and Deputy Anti-Money Laundering Officer (2007-2012).

Christine Reynolds (54)

Year of Election or Appointment: 2008

Chief Financial Officer of the Fidelity funds. Ms. Reynolds became President of Fidelity Pricing and Cash Management Services (FPCMS) in August 2008. Ms. Reynolds served as Chief Operating Officer of FPCMS (2007-2008). Previously, Ms. Reynolds served as President, Treasurer, and Anti-Money Laundering officer of the Fidelity funds (2004-2007).

Joseph A. Hanlon (44)

Year of Election or Appointment: 2012

Chief Compliance Officer of Fidelity's Equity and High Income Funds. Mr. Hanlon serves as Compliance Officer of FMR, FMR Co., Inc., Fidelity Investments Money Management, Inc. (FIMM), Fidelity Research and Analysis Company (FRAC), Fidelity Management & Research (Japan) Inc., Fidelity Management & Research (U.K.) Inc., Fidelity Management & Research (Hong Kong), and Strategic Advisers, Inc. (2009-present), as Senior Vice President of the Fidelity Asset Management Division (2009-present), and is an employee of Fidelity Investments.

Joseph F. Zambello (55)

Year of Election or Appointment: 2011

Deputy Treasurer of the Fidelity funds. Mr. Zambello is an employee of Fidelity Investments. Previously, Mr. Zambello served as Vice President of FMR's Program Management Group (2009-2011) and Vice President of the Transfer Agent Oversight Group (2005-2009).

Adrien E. Deberghes (45)

Year of Election or Appointment: 2008

Deputy Treasurer of Fidelity's Equity and High Income Funds. Mr. Deberghes also serves as Vice President (2011-present) and Assistant Treasurer (2010-present) of other Fidelity funds, and is an employee of Fidelity Investments (2008-present). Previously, Mr. Deberghes served as Senior Vice President of Mutual Fund Administration at State Street Corporation (2007-2008), Senior Director of Mutual Fund Administration at Investors Bank & Trust (2005-2007), and Director of Finance for Dunkin' Brands (2000-2005).

Stephen Sadoski (41)

Year of Election or Appointment: 2012

Deputy Treasurer of Fidelity's Equity and High Income Funds. Mr. Sadoski also serves as Assistant Treasurer of other Fidelity funds (2012-present) and is an employee of Fidelity Investments (2012-present). Previously, Mr. Sadoski served as an assistant chief accountant in the Division of Investment Management of the Securities and Exchange Commission (SEC) (2009-2012) and as a senior manager at Deloitte & Touche (1997-2009).

Stephanie J. Dorsey (43)

Year of Election or Appointment: 2010

Assistant Treasurer of Fidelity's Equity and High Income Funds. Ms. Dorsey also serves as Assistant Treasurer (2012-present) and Deputy Treasurer (2008-present) of other Fidelity funds and is an employee of Fidelity Investments (2008-present). Previously, Ms. Dorsey served as Treasurer (2004-2008) of the JPMorgan Mutual Funds and Vice President (2004-2008) of JPMorgan Chase Bank.

John R. Hebble (54)

Year of Election or Appointment: 2009

Assistant Treasurer of Fidelity's Equity and High Income Funds. Mr. Hebble also serves as President (2011-present), Treasurer, and Chief Financial Officer of The North Carolina Capital Management Trust: Cash and Term Portfolios (2008-present), President and Treasurer of other Fidelity funds (2008-present) and is an employee of Fidelity Investments.

Gary W. Ryan (54)

Year of Election or Appointment: 2005

Assistant Treasurer of the Fidelity funds. Mr. Ryan is an employee of Fidelity Investments. Previously, Mr. Ryan served as Vice President of Fund Reporting in Fidelity Pricing and Cash Management Services (FPCMS) (1999-2005).

Jonathan Davis (44)

Year of Election or Appointment: 2010

Assistant Treasurer of the Fidelity funds. Mr. Davis is also Assistant Treasurer of Fidelity Rutland Square Trust II and Fidelity Commonwealth Trust II. Mr. Davis is an employee of Fidelity Investments. Previously, Mr. Davis served as Vice President and Associate General Counsel of FMR LLC (2003-2010).

Annual Report


Distributions (Unaudited)

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

Pay Date

Record Date

Dividends

Capital Gains

Class K

12/17/12

12/14/12

$0.336

$2.280

Class K

01/14/13

01/11/13

$0.000

$0.158

The fund hereby designates as a capital gain dividend with respect to the taxable year ended November 30, 2012, $1,238,742,083, or, if subsequently determined to be different, the net capital gain of such year.

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

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

The fund will notify shareholders in January 2013 of amounts for use in preparing 2012 income tax returns.

Annual Report


Board Approval of Investment Advisory Contracts and Management Fees

Fidelity Growth Company Fund

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

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

At its July 2012 meeting, the Board of Trustees, including the Independent Trustees, unanimously determined to renew the fund's Advisory Contracts. In reaching its determination, the Board considered all factors it believed relevant, including (i) the nature, extent, and quality of the services to be provided to the fund and its shareholders (including the investment performance of the fund); (ii) the competitiveness of the fund's management fee and total expense ratio relative to peer funds; (iii) the total costs of the services to be provided by and the profits to be realized by Fidelity from its relationship with the fund; (iv) the extent to which economies of scale exist and would be realized as the fund grows; and (v) whether fee levels reflect these economies of scale, if any, for the benefit of fund shareholders.

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

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

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

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

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

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

Investment in a Large Fund Family. The Board considered the benefits to shareholders of investing in a Fidelity fund, including the benefits of investing in a fund that is part of a large family of funds offering a variety of investment disciplines and providing a large variety of mutual fund investor services. The Board noted that Fidelity had taken, or had made recommendations that resulted in the Fidelity funds taking, a number of actions over the previous year that benefited particular funds, including (i) continuing to dedicate additional resources to investment research and support of the senior management team that oversees asset management; (ii) persisting in efforts to enhance Fidelity's research capabilities, in particular, international research; (iii) launching new funds and making other enhancements to meet client needs for global and income-oriented solutions; (iv) continuing to launch dedicated lower cost underlying funds to meet investment management's portfolio construction needs related to expanding underlying fund options, specifically for the Freedom Fund product lines; (v) adopting a "Stock Selector" sector neutral investment approach and employing a team of portfolio managers who are sector specialists to manage certain funds; (vi) rationalizing product lines and gaining increased efficiencies through the mergers of several funds into other funds; (vii) strengthening the Spartan Index Fund product line by adding new funds and/or new low-cost institutional share classes, restructuring fund expenses to accommodate new classes, and reducing investment minimums for certain classes of shares; (viii) modifying the eligibility criteria for Institutional Class shares to increase their appeal to government entities and charitable investors; and (ix) reducing certain transfer agent fee rates.

Investment Performance. The Board considered whether the fund has operated in accordance with its investment objective, as well as its record of compliance with its investment restrictions. It also reviewed the fund's absolute investment performance for each class, as well as the fund's relative investment performance for each class measured over multiple periods against (i) a broad-based securities market index, and (ii) a custom peer group of mutual funds deemed appropriate by Fidelity and reviewed by the Board. The following charts considered by the Board show, over the one-, three-, and five-year periods ended December 31, 2011, as available, the cumulative total returns of Class K and the retail class of the fund, the cumulative total returns of a broad-based securities market index ("benchmark"), and a range of cumulative total returns of a custom peer group of mutual funds defined by FMR based on categories assigned by Morningstar, Inc. The returns of Class K and the retail class show the performance of the highest and lowest performing classes, respectively (based on three-year performance). The box within each chart shows the 25th percentile return (top of box) and the 75th percentile return (bottom of box) of the peer group. Returns shown above the box are in the first quartile and returns shown below the box are in the fourth quartile. The percentage beaten numbers noted below each chart correspond to the percentile box and represent the percentage of funds in the peer group whose performance was equal to or lower than that of the class indicated. The fund's custom peer group, defined by FMR, is a peer group that FMR believes provides a more meaningful performance comparison than the peer group assigned by Morningstar, Inc., which assigns mutual funds to categories based on their investment styles as measured by their underlying portfolio holdings.

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Board Approval of Investment Advisory Contracts and
Management Fees - continued

Fidelity Growth Company Fund

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The Board reviewed the fund's relative investment performance against its peer group and noted that the performance of the retail class of the fund (the class with the longest performance record) was in the first quartile for all the periods shown. The Board also noted that the investment performance of the retail class of the fund compared favorably to its benchmark for the three- and five-year periods, although the fund's one-year total return was lower than its benchmark. The Board considered that the variations in performance among the fund's classes reflect the variations in class expenses, which result in lower performance for higher expense classes. The Board also reviewed the fund's performance since inception as well as performance in the current year.

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

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

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

Management Fee. The Board considered two proprietary management fee comparisons for the 12-month periods shown in the chart below. The group of Lipper funds used by the Board for management fee comparisons is referred to below as the "Total Mapped Group." The Total Mapped Group comparison focuses on a fund's standing relative to the total universe of comparable funds available to investors in terms of gross management fees before expense reimbursements or caps, and without giving effect to the fund's performance adjustment. "TMG %" represents the percentage of funds in the Total Mapped Group that had management fees that were lower than the fund's. For example, a TMG % of 10% means that 90% of the funds in the Total Mapped Group had higher management fees than the fund. The "Asset-Size Peer Group" (ASPG) comparison focuses on a fund's standing relative to non-Fidelity funds similar in size to the fund within the Total Mapped Group. The ASPG represents at least 15% of the funds in the Total Mapped Group with comparable asset size and management fee characteristics, subject to a minimum of 50 funds (or all funds in the Total Mapped Group if fewer than 50). Additional information, such as the ASPG quartile in which the fund's management fee ranked and the impact of the fund's performance adjustment, is also included in the chart and considered by the Board.

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Board Approval of Investment Advisory Contracts and
Management Fees - continued

Fidelity Growth Company Fund

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The Board noted that the fund's management fee ranked below the median of its Total Mapped Group and below the median of its ASPG for 2011. The Board also noted the effect of the fund's positive performance adjustment on the fund's management fee ranking. The Board noted that the performance adjustment for each year represents calculations for performance periods that differ from the periods shown in the performance charts above.

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

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

The Board noted that the total expense ratio of each class ranked below its competitive median for 2011.

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Fees Charged to Other Fidelity Clients. The Board also considered Fidelity fee structures and other information with respect to clients of FMR and its affiliates, such as other mutual funds advised or subadvised by FMR or its affiliates, pension plan clients, and other institutional clients. The Board noted the findings of the 2010 ad hoc joint committee (created with the board of other Fidelity funds), which reviewed and compared Fidelity's institutional investment advisory business with its business of providing services to the Fidelity funds, including the differences in services provided, fees charged, and costs incurred, as well as competition in their respective marketplaces.

Based on its review of total expense ratios and fees charged to other Fidelity clients, the Board concluded that the total expense ratio of each class of the fund was reasonable in light of the services that the fund and its shareholders receive and the other factors considered.

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

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

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

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

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Board Approval of Investment Advisory Contracts and
Management Fees - continued

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

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

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

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

Additional Information Requested by the Board. In order to develop fully the factual basis for consideration of the Fidelity funds' Advisory Contracts, the Board requested and received additional information on certain topics, including (i) fund performance trends, actions to be taken by FMR to improve certain funds' overall performance, and Fidelity's long-term strategies for certain funds; (ii) the potential to further rationalize the Fidelity fund lineup with the possibility of achieving savings for the funds and Fidelity; (iii) Fidelity's compensation structure for portfolio managers and other key investment personnel; (iv) the amount of the investment that each portfolio manager has made in the Fidelity fund(s) that he or she manages; (v) the realization of fall-out benefits in certain Fidelity business units; (vi) Fidelity's group fee structures, the potential impact of regulatory changes on such structures, and the rationale for the individual fee rates of certain funds; (vii) fund profitability methodology, including Fidelity's cost allocation methodology, and the impact of certain factors on fund profitability results; (viii) trends regarding industry use of performance fee structures and the possibility of implementing performance fee structures for additional funds; and (ix) the impact of net redemptions from the Fidelity funds.

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

Annual Report

Investment Adviser

Fidelity Management & Research Company
Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

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

Fidelity Management & Research
(Hong Kong) Limited

Fidelity Management & Research
(Japan) Inc.

General Distributor

Fidelity Distributors Corporation

Smithfield, RI

Transfer and Service Agents

Fidelity Investments Institutional
Operations Company, Inc.

Boston, MA

Fidelity Service Company, Inc.

Boston, MA

Custodian

Citibank, N.A.

New York, NY

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82 Devonshire St., Boston, MA 02109
www.fidelity.com

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