Oh I hate those exams too! I don't mind them as much these days but I still hate them.

For starters realize that you probably are not going to be seeing your doctor at the local grocery store, restraunt, etc. (at least thats what I tell myself). Also, that the doctor isn't exactly getting a thrill out of the exam either. I mean if my doctor is getting her jollies performing a pelvic exam on me, she lives a pathetic life!

I try to go into it with a sense of humor and not be too worked up over the thought that the doctor is "up close and personal" with a part of my body that I am very picky about letting anyone else get near. Btw. I usually bring a sweater to put on over the gown or large paper towel. It keeps my back warm and I don't feel totally naked.

Those exams are really not my favorite thing either! However, I do have some suggestions to make it easier on yourself.
Your doctor is a professional. They go through several steps to make sure to remove any sort of intimacy in the situation. For example: the doctor will leave the room when you undress so you don't feel as if you are stripping for him or her; they will not tell you to "spread your legs," they are more likely to say "please part your knees," which is less sexually explicit.
Remember that this doctor has probably done the exam hundreds or thousands of times before - they have seen everything! They are not turned on or off by your anatomy, nor will they be disgusted by it.
When you go to the exam, I highly recommend that you tell the doctor that the last time you went you had a bad experience and how it made you feel (angry, embarassed, etc). Explain that this is basically your first exam and you are nervous. For my first exam, the doctor said she would be very gentle and would open the speculum as little as possible (i was a virgin).
If you have certain questions you would like to ask, write them down before you go. That way you won't be worried about remembering to ask them. These doctors have also heard everything, so don't be embarassed about any questions you may have.
Additionally, the two doctors I have gone to have always explained what they are going to do before they do it ("i'm going to insert the speculum, it may feel cold at first," etc). This prevents any surprises!
Personally, I do not find pap smears painful at all. Try to remain relaxed and that will make it easier. Concentrate on slow, even breaths to help you relax.
My doctors have also done everything they can to make me feel comfortable. They are pretty good at being able to tell if you are nervous or not. They may make a little joke to try to get you to laugh - even during the exam! The last time, my doctor began a conversation with me before the exam started. She had asked the usual questions about health history, and then proceeded to ask about my school or work or my life in general while we both prepared for the exam. She continued this conversation during the exam, and it kind of keeps your mind occupied.
Sorry this is so long, but I hope some of this helped! I bet your doctor will be very understanding, especially if you mention that you had a bad experience.

Great advice-i can take the dentist (root canal and all) blood work..And so on but the female doctor is awful. Thanks for the advice about the sweaer...You are right about that! I know this is important my friend had a std and she didn't even know...But I still say we have it harder then men. Tomorrow I go so that dread feeling is looming over my head

It's kind of funny, I don't mind having pelvic exams so much, but I cannot stand an eye exam!
Another suggestion - if you are concerned about pain, take tylenol or ibuprofen about 30 minutes before your appointment.

I think all of us women have dreaded these darn exams. But I think the thought of a peace of mind, and answers brings us to the drs, and we deal with the uncomfortable feelings of having someone poke and prodd, and stare and look. I started having exams when I became sexually active (15 yrs old), and I learned over the years to be honest with my Dr. I deal with the uncomfortable settings in order to have that peace of mind that either everything is ok, or that now I have those answers I really needed. Try talking to ur dr, and explaining to her/him that u are uncomfortable, and see if maybe there can be some adjustments made to make u feel more comfortable. For ex....Ive asked my dr to use a smaller spectrulum....(i think I spelled that right), or told her I didn't want annother nurse in the room....Or a different nurse. I have even gobe as far to ask her to use more lubricant jelly when she does the pelvic exam. Try talking to her/him...Speak ur mind...Ask those embarrasing questions....U may just feel better afterwards.
I hope that helps