This is the sort of thing that comes with practice. Some people seem to have very little difficulty with the mental aspects of being suddenly upside down; others of us battle with that initial panic. The more often the upside-down happens, the more chances there are to learn that it isn't the end of the world. I don't think extending breath-holding capacity is going to do a thing to help. I mean, if you set up for a roll and you know it's coming, it takes - what, 5 seconds? If you don't set up and don't know it's coming, maybe it takes 10 seconds. If you are getting worked in surf you might be under there as long as 30 seconds. I'd like to bet you can hold your breath that long right now. So it's more about what is going on inside the head. As for water up the nose, my personal experience is that if I'm in the midst of an unexpected roll I don't even notice that factor until I come up and the water is streaming out my nostrils in a lovely display. There's too much else going on at the time. Same is true of the water temp (unless I'm not dressed properly for it) - I don't notice the temp in the excitement of the moment. The first several times I had to roll unexpectedly, I swam even though I had a good pool roll. Then one time I got flipped in a place where a swim would have been rough. My first instinct was to get outta the boat, but then there was this sort of disgust that kicked in, I really didn't want to bother with all that swimming and emptying of the boat, I wanted to roll. So I did. This seems to be a common experience, people panic and swim a lot at first and then less and less so after that first successful roll. I would suggest you give yourself some time on the learning curve, just go out and boat and enjoy and practice your rolls and realize that there might be some swims but it's part of the process. As you get more used to finding yourself unceremoniously upside-down, you will be less tense about it and be able to respond more calmly and effectively. At any rate, that's been my strategy - lots of time in the boat, LOTS of roll practice, pushing the envelope in safe venues (in whitewater boating the catchphrase is to practice "harder moves on easier rivers"). Sometimes there's still discombobulation and panic and the occasional swim, but the more I'm upside-down, the less fear I feel and the better are my rolls. hope this helps kate