VT 140 connects the southern Rutland County towns of Poultney, Middletown Springs, Tinmouth, Wallingford, and Mount Holly.

VT 140 crosses the river and Vail Brook on its way to the Middletown Springs Historic District.

VT 140 enters the village on Florence Street, which has a grade crossing of the Vermont Railway's north–south mainline.

Beyond the headwaters of Roaring Brook, VT 140 descends to the village of East Wallingford.

The towns of Poultney, Middletown Springs, Tinmouth, and Wallingford maintain the non–state-maintained portions of the highway within their borders.