What is the best way to paint over dark paneling

Prime first. Cover or fill holes? It's really really important that you tell us how big those holes are.

Clean,prime,and paint

You could skim the walls 2 times with drywall mud and sand or cap with thin drywall.

Easy Surface Prep. (ESP) then undercoat and topcoat...............Roller

If you want a solid wall, you will need to spackle first. After that, sand the paneling down with a fine grit sandpaper, then use a good primer and then paint..

Hi Michael. You can use a wood filler to cover the holes. Get a putty knife and fill the holes. Then wipe down and make sure the paneling is clean. I used a oil base primer first. It covered better for me than a latex base. Let that dry and then paint on your color. Good Luck!