I painted my dark paneling and it came out great. I first washed the paneling and slightly roughed up the walls. I wiped off the dust and then used a good latex primer (I needed to put on 2 coats of primer). Then I painted the primed paneling with a good, washable latex paint. I left the grooves in the paneling and it gave the room a nice light, country look. I was very pleased with the results. Think about not filling in the grooves. The texture is a nice decorating touch.