I had really dark panelling in my bedrooma and decided to paint over it. First I applied a coat of "Kilz" (spelling?) or you can use a similar product. This will help the paint stick to the panelling. (Make sure you get the Kilz in the groves fairly well.) I then painted over this with a vanilla color. I love the results! It looks very cottage-like and really brightened up the room. I'm no expert but I'm also not afraid to dig into a project and make some mistakes (which this wasn't one) In fact I liked the look so much I did the same thing to my living room walls. I did also re-paint the trim in both rooms white.