How to fill in wood paneling grooves and then paint to look smooth?
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Paint Paneling
Make sure the paneling is clean and dry. Prime with a good stain blocking primer like Kilz. Then paint like painting regular walls. If the paneling has grooves you can fill them with non shrink drywall patching compound. Just put on enough to fill the grooves. Let it dry overnight. Next day use a damp sponge to smooth the patch. Then prime and paint.
What do you mean by paneling? If it is knotty pine I would suggest you find someone who does salvage who would come and pay you a pretty penny for it if it is real knotty pine "paneling".
If it is regular old paneling just follow what the other folks suggest.