Heading east from I-5, the highway passes Gustine; it then jogs to cross the San Joaquin River. It roughly marks the southern edge of the farmable land around Livingston. It intersects with State Route 99 in Merced, which it overlaps for a few miles. Travelers coming from most regions of the San Francisco Bay Area or other parts of Northern California to Yosemite Valley and the southern portion of Yosemite would transfer from Highway 99 to Highway 140 at this point. For those coming from San Jose and the rest of the Silicon Valley, the most direct, fastest route is State Route 152 east; then the roads of Road 9, Bliss Road, Sandy Mush Road, and Plainsburg Road to reach Highway 140 in Planada. (Those going to the northern portion of Yosemite would have instead taken either I-580 and I-205 leaving the Bay Area, then State Route 120 east through Manteca, or State Route 132 east through Modesto.)