Wipe the walls clean with a tack cloth to remove all sanding dust.

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Clean the wood paneling to be painted by wiping it down with mild soap and water.

Rinse with a clean, damp sponge and allow the wood to dry.

Fill all gouges, nicks and holes with wood filler and let the filler dry. You only need to hand sand any rough areas and wood filler patches, unless the panels are varnished or shellacked.

If the wood is sealed with a finish, use an orbital sander to go over the entire section to be painted.

Apply the first coat of chalk paint with a brush, taking care to get in the grooves of the panels. Chalk paint has very good coverage, but a lighter color over the dark wood needs two solid coats to become opaque.

Immediately go over the painted area with a small foam roller so you get smooth, even coverage. As the second coat dries, evaluate the paneling in good light to see if you'll need a third coat -- usually not.

Benna Crawford has been a journalist and New York-based writer since 1997.

Dark paneling can make a room or a stairwell seem gloomy and dated.

Painting the wood is easier than removing it, and the look is richer and more textured with wood under the color than bare walls.