Chap­ter 40 opens with Jim ask­ing Mr. Hal­loway if souls can be bought, prompt­ing a reflec­tive con­ver­sa­tion about the true nature of souls and their vul­ner­a­bil­i­ty. Mr. Hal­loway, in response, ques­tions the moti­va­tions behind such a notion and con­tem­plates the idea that the car­ni­val does­n’t mere­ly want to acquire souls but instead thrives on the emo­tion­al pain and tur­moil that accom­pa­ny human regret. Souls, he sug­gests, that are weighed down with guilt and self-con­dem­na­tion are the ones that the car­ni­val seeks to exploit. The car­ni­val, much like an exag­ger­at­ed ver­sion of human soci­ety, feeds on the emo­tion­al suf­fer­ing of indi­vid­u­als. It cre­ates an envi­ron­ment where peo­ple, filled with inner tur­moil, are ripe for exploita­tion. Mr. Hal­loway high­lights how the car­ni­val’s suc­cess lies in prey­ing on human weak­ness, mak­ing it a sin­is­ter force that ampli­fies the very vul­ner­a­bil­i­ties of those it ensnares.

The con­ver­sa­tion deep­ens as Mr. Hal­loway reflects on the con­cept of death, which he argues is not a tan­gi­ble force but an abstract idea that humans fear more than any­thing. He believes that the car­ni­val preys on this fear, using illu­sions of death and the unknown to manip­u­late people’s emo­tions and to draw them in. This fear, he explains, is the key to the carnival’s con­trol over people—it doesn’t need to phys­i­cal­ly harm them but instead caus­es pan­ic and con­fu­sion by mak­ing them con­front their mor­tal­i­ty. Mr. Hal­loway likens the carnival’s effects to mad­ness, where illu­sions and reflec­tions dis­tort real­i­ty, forc­ing peo­ple to face uncom­fort­able truths about them­selves and their fleet­ing exis­tence. The car­ni­val, by play­ing on these exis­ten­tial fears, entices peo­ple to enter a world where their fears are mag­ni­fied and their vul­ner­a­bil­i­ties exposed. In this way, the carnival’s pow­er lies not in phys­i­cal dom­i­nance, but in its abil­i­ty to dis­ori­ent and con­trol the human mind.

The mood shifts when Will express­es his con­cern for Miss Foley, believ­ing that she has been manip­u­lat­ed by the carnival’s sin­is­ter forces. Mr. Hal­loway reflects on the nature of the carnival’s inhabitants—creatures who were once human but have become cor­rupt­ed through years of seek­ing redemp­tion from their past mis­takes. These beings are trapped in a cycle of sin and regret, and the car­ni­val feeds off their suf­fer­ing. As they dis­cuss pos­si­ble ways to free Miss Foley and oth­ers from the carnival’s hold, the urgency of the sit­u­a­tion becomes clear­er. It’s not just about sav­ing one person—it’s about stop­ping a force that has been feed­ing on human pain for gen­er­a­tions. The real­iza­tion of this larg­er threat rais­es the stakes and forces the char­ac­ters to con­front the dark­ness they must fight against. In this moment, their uni­ty and resolve are test­ed, as they must pre­pare to face not only the carnival’s manip­u­la­tive pow­er but also the deep-seat­ed fears and regrets that fuel it.

The atmos­phere takes a dra­mat­ic turn when the boys sense an unfa­mil­iar pres­ence approach­ing, and Mr. Hal­loway swift­ly instructs them to hide. In a tense moment, the boys dis­ap­pear into the shad­ows of the library, leav­ing Mr. Hal­loway to con­front the unknown fig­ure alone. This sud­den shift in tone adds a lay­er of sus­pense and dan­ger, as the char­ac­ters must now face the real­i­ty of an exter­nal threat. The boys’ retreat into the dark­ness empha­sizes their vul­ner­a­bil­i­ty, while Mr. Halloway’s deci­sion to face what­ev­er is com­ing alone illus­trates his will­ing­ness to pro­tect them. This moment inten­si­fies the chapter’s themes of fear, self-reflec­tion, and the carnival’s hold over the human psy­che. The fear of the unknown becomes even more press­ing, and the char­ac­ters are now forced to con­front not only the exter­nal dan­gers but also the inter­nal strug­gles that have been build­ing. The loom­ing ques­tion is whether they will be able to resist the carnival’s manip­u­la­tions and con­front the dark­ness that is quick­ly encroach­ing on their lives.