Carol -- it CAN BE DONE. However, it is true that high-gloss paint over photograph=on-plywood paneling merely highlights its defects. I tried the rag-rolling technique on some bad paneling, and it was a knockout! The paneling was sanded, then primed (although this wasn't really necessary). A white flat latex was applied. Then rag-rolling in a slightly brownish-white satin was done. It turned dark and dingy into a seaside cottage. Hope you get good results, too.