What is the best way to paint over dark paneling

https://www.todayshomeowner.com/video/how-to-fill-grooves-in-paneling-before-painting/

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!